#cl corporation luck

[fairiesandstarlight]

Biden vs Trump: 2020 Presidential Election INFORMATION

Here is an INCOMPLETE, BASIC guide and compilation of resources and notes that I (@fairiesandstarlight) created and researched, about the plans and viewpoints of each presidential candidate to help you decide who to vote for. PLEASE REPOST/REBLOG TO HELP OTHERS DURING THE DAYS LEADING UP TO THE ELECTION. We must be educated on the candidates in order to most effectively vote. My goal is to spread awareness about the election and our candidates. I tried not to be overly biased as well. Please read through this, AS WELL AS watch the news videos, because they go much more in-depth about each topic. It is very important to do so.   Note: I didn’t watch every single video, but I did watch many of them. If you see anything that you think does not accurately represent the election as a whole, please let me know! I will make changes. If there is any topic you’d like me to add, let me know as well. Best of luck!

Gun Control:

Biden

Info on gun control in general: 1.)https://www.youtube.com/watch?v=DwSumNBwbJM&ab_channel=IllustratetoEducate - Passed federal law banning assault weapons in 1994 (expired in 2004) - Plans to ban the manufacturing and selling of assault weapons and high-capacity magazines - Plans to ban the importation of assault weapons (Semi-automatic and automatic)

Trump Info on what we should do with gun control: 1.) https://www.youtube.com/watch?v=ENw2y0ek1Jg&t=281s&ab_channel=Vox - no gun control - does not believe that gun control will lessen violence (even including school shootings)

Taxes:

Biden Info on taxes- Poor vs Rich 1.) https://www.youtube.com/watch?v=kXCGbAv8YPw&ab_channel=Vox - Biden plan will get rid of loopholes used by the wealthy - Plans to restore the previous rate of 39.6% of capital gains (profit from property or investment, which usually only rich people have) because the wealthy are only paying 20% - Plans to make people with a salary of over $1 Million to pay the top rate of taxes

Trump Info on the TCJA: 1.) https://www.youtube.com/watch?v=hjEJPL2rZds&ab_channel=YourMoney%2CYourWealth 2.) https://www.youtube.com/watch?v=48SbgzxKW-E&ab_channel=Vox - Signed the TCJA (Tax Cuts and Jobs Act) in 2017, which cuts individual income tax rates, doubled standard deductions, and eliminated personal exemptions - Dropped the top individual tax rate by over 2.5% - Lowered the corporate tax rate by 14%

Environment

Biden Info on the Green New Deal: 1.) https://www.youtube.com/watch?v=GxIDJWCbk6I&ab_channel=Vox 2.) https://www.youtube.com/watch?v=UpqFaf8vQfk&ab_channel=Vox 3.) https://www.youtube.com/watch?v=uampTRW4KbQ&ab_channel=TheGuardian 4.) https://www.youtube.com/watch?v=uUWKQG5onq4&ab_channel=TheYEARSProject - believes that the environment is the largest challenge we face (Climate Emergency) - has been outlining a Green New Deal - Wants to connect our economy with the environment

Trump Info on each candidate’s views on climate change: 1.) https://www.youtube.com/watch?v=cGtJQhxZB48&ab_channel=ABCNews 2.) https://www.youtube.com/watch?v=pl1Rnz4zNkg&ab_channel=C-SPAN 3.) https://www.youtube.com/watch?v=tRQwqWN5k_M&ab_channel=C-SPAN - does not believe that the environment is important - does not believe in climate change - does not believe in science - believes that the New Green Deal would cost $100 Trillion - wants to defend sovereignity and American jobs

The Wall

Biden Info on Biden’s view on the wall: 1.) https://www.youtube.com/watch?v=Qd05p-bHos4&ab_channel=TheDallasMorningNews - initially voted for the Secure Fence Act in response to trafficking of drugs across the border - Since Jan 2019, is against the wall

Trump Info on the effect of Trump’s wall: 1.) https://www.youtube.com/watch?v=in3LvGXdw9k&ab_channel=CBSEveningNews 2.) https://www.youtube.com/watch?v=FMBnvGj6e1s&ab_channel=TheLincolnProject - proposed a plan to Congress about the wall, including $5.7 Billion for a steel wall

Immigration

Biden Info on Biden’s immigration plan: 1.) https://www.youtube.com/watch?v=CPr4f-DIP1o&ab_channel=NBCNews Info on the separation of families at the border: 1.) https://www.youtube.com/watch?v=A4uPXBblVXI&ab_channel=CBSNews - wants a humane immigration policy to keep families together, strengthens economy, and protects the border - Obama/Biden created DACA so that kids who are brought to the U.S. won’t have to live in fear of being deported as a child - secured $750 million to boost prosperity in Central America - Plans to reform immigration laws to give 11 million undocumented immigrants a path to citizenship

Trump Info on Trump’s immigration policies/views: 1.) https://www.youtube.com/watch?v=8m7ZiePVIB8&ab_channel=ABCNews 2.) https://www.youtube.com/watch?v=SGVhfQc1vag - wants to shut down DACA program - wants to continue to issue green cards, which have been around since 1970 - believes that green cards are the only way to citizenship

Transgenders in the Military/LGBTQIA+ Community

Biden Info on each candidate’s views on the LGBTQIA+ community: 1.) https://www.youtube.com/watch?v=LmXoInc41zk&ab_channel=CBSNews Info on how Biden would protect the LGBTQIA+ community: 1.) https://www.youtube.com/watch?v=tlZOXtv5Sm8&ab_channel=ABCNews - believes that trans people shouldn’t have to choose between their identity and serving their country

Trump Info on Trump’s words about the LGBTQIA+ community: 1.) youtube.com/watch?v=NAOcfy5J2qw&ab_channel=TIME - In 2019, Trump supported a policy change stating that no transgender people should be involved in the U.S. military because it would be “disruptive” and costly

Abortion

Biden Info on how abortion affects the poor: 1.) https://www.youtube.com/watch?v=Bzuk13Ftxgo&ab_channel=Vox - Pro-choice - plans to expand access to contraception - plans to protect the constitutional right of choosing to have an abortion - plans to reverse the government’s assault on the women’s right to choose - plans to stop state laws that restrict this law of choice

Trump - Pro-life, except for in cases of rape, incest, or threat to the life of the mother

Foreign Policy

Info on how the U.S. could LOSE our foreign allies (including NATO): 1.) https://www.youtube.com/watch?v=S5LrQv496Iw&ab_channel=Vox Info on Trump’s view of foreign policy: 1.) https://www.youtube.com/watch?v=S5LrQv496Iw&ab_channel=Vox 2.) https://www.youtube.com/watch?v=dmWL0I3oytw&ab_channel=Vox Info on Obama’s explanation of foreign policy: 1.) https://www.youtube.com/watch?v=Icq60Uxd3As&ab_channel=Vox

Policing

Biden Info on Biden’s plans for police reform: 1.) https://www.youtube.com/watch?v=1mlgvpG0JYI&ab_channel=CNN

Trump Info on how policing will change because of Trump: 1.) https://www.youtube.com/watch?v=SHePglP28CM&t=266s&ab_channel=Vox

More (Positive and Negative for Each Candidate)

Info on how Trump “made it harder for the US to fight terrorism”: 1.) https://www.youtube.com/watch?v=mmceh9nIbBY&ab_channel=Vox Info on “The Case for Joe Biden”: 1.) https://www.youtube.com/watch?v=4c5fuOPCeYw&ab_channel=Vox Info about online voter suppresion/fake news: 1.) https://www.youtube.com/watch?v=1Veo_T4a5dM&ab_channel=Vox Info about Biden’s big 2020 problem: 1.) https://www.youtube.com/watch?v=hl3IHYTZROA&ab_channel=CNN Info about who voters think won the debate: 1.) https://www.youtube.com/watch?v=fLBMLOLpMUA&ab_channel=CNN Info about swing states: 1.) https://www.youtube.com/watch?v=oH-nkqM6RJU&ab_channel=CBSNews Info about the importance of the Iowa caucus 1.) https://www.vox.com/2016/1/25/10817088/iowa-caucus-2016-poll-trump-sanders 2.) https://www.youtube.com/watch?v=tQBtht_-vAQ Info about the handling of COVID-19 1.) https://www.youtube.com/watch?v=lmLfChN-La4&ab_channel=TheHill 2.) https://www.youtube.com/watch?v=okmuHHNp2ic&ab_channel=CBSNews 3.) https://www.youtube.com/watch?v=Cl-UDbVDY-8&ab_channel=TODAY 4.) https://www.youtube.com/watch?v=V93FA12oBCA&ab_channel=AmanpourandCompany 5.) https://www.youtube.com/watch?v=T7NW5lkNZVc&ab_channel=CTVNews 6.) https://www.youtube.com/watch?v=5c3wWNsmLA0&ab_channel=GuardianNews 7.) https://www.youtube.com/watch?v=jLfF4b53n38&ab_channel=TheTelegraph Info about the electoral college: 1.) https://www.ted.com/talks/christina_greer_does_your_vote_count_the_electoral_college_explained?language=en Info about liberals vs conservatives: 1.) https://www.youtube.com/watch?v=8SOQduoLgRw Info about the importance of Latino voters in Florida: 1.) https://www.youtube.com/watch?v=Xi2rlIyWHb0 Info about Trump being sexist: 1.) https://www.youtube.com/watch?v=iEwX_LT4FB0 2.) https://www.youtube.com/watch?v=KvVp5dsuAGA Info on fact-checking the presidential debate: 1.) https://www.youtube.com/watch?v=2cwtM6_OVTk&ab_channel=NowThisNews Info about Supreme Court Justice Nominee: 1.) https://www.youtube.com/watch?v=euJXmXO_Zmk 2.) https://www.youtube.com/watch?v=yGD1cNVAgK4 3.) https://www.youtube.com/watch?v=VNqXza2MphM 4.) https://www.youtube.com/watch?v=zky8delyyDY

PLEASE GO VOTE!

[alexandrprofi]

Как с маленькой командой догнать удачу!?

[asbnoida]

Top 3 Reasons Why ASB is The Best BCA College in Noida

The Asian School of Business (ASB) is one of the BCA colleges in Greater Noida that offers a wide selection of academic programs and courses. The school offers a broad curriculum and a dynamic, creative learning environment in which students can take advantage of ample educational resources.

The best BCA college in Noida, Asian School of Business offers professional degree courses in Bachelor of Computer Application (BCA) with affiliation to CCS University.

The unique aspect of their BCA program is that they offer both BCA (International) and BCA (General). It is amazing that students benefit greatly from ASB’s international program by having that distinct advantage of learning from the best at a global level.

In this article, we will discuss the top reasons for choosing ASB over any other colleges for BCA.

Curriculum

Bachelor of Computer Applications (BCA) at Asian School of Business is a three-year full-time degree program affiliated with CCS University, Meerut.

The course is designed and structured, allowing students to experience a dynamically stimulating environment in which they can become highly skilled IT specialists.

In addition to the basic concepts of management, the curriculum provides students with an in-depth knowledge of various subjects related to Information Technology.

International Exposure

ASB provides a three-year full-time degree program with an International Fully Paid Residential Workshop and Certification from the University of Southern California — School of Cinematic Arts, Los Angeles, USA.

It is a great opportunity for the students to have exposure to the global world. The USC-SCA Global Workshop is designed to give BCA (International) students the ability to apply their classroom learnings to the real world, giving them a competitive edge when applying for jobs or internships in the business world.

Additional Diplomas / Certifications

At ASB, the evolution of teaching pedagogy incorporates not only lectures but also Role Plays, Case Studies, and other exercises that make the curriculum more dynamic. Its key features include the emphasis on enhancing students’ soft skills and the opportunity to interact with industry through several different initiatives.

One among those initiatives is the Additional Diplomas and Certification Courses:

Program for Cloud Computing and Web Analytics Executive Certification at NIIT

CETA-CL certificate program for competitive exam course-work

Corporate Communication Certification from CSD

New Media Applications from AAFT

You may want to consider the Asian School of Business if you are considering a career in Computer applications, as this is the best BCA College in Noida that will give you the opportunity to gain insight into international concepts and environments.

Best of luck!

[extremedivas]

WHAT IS GOING TO HAPPEN TO CL ON 2018?

Basic on 2018 - The Lovers  can be about any unions. CL  asking about a business decisions, the Lovers suggests contracts, unions and working together. I see CL  will most likely have to choose between two people . She could even make a choice between staying in an unhappy relationship or being single and happier in romance.

The Lovers is also a card for moving forward in life and its appearance in a reading will suggest that it is safe to move forward with whatever CL is planning.

1. January -  The Three of Cups is celebration for CL.  I see CL might be going out dancing with friends for a night on the town. It could be a late-night thing at the night club or a chilled out house party. Everything around Cl will be bountiful and fun! I see CL trying to reunited with Minzy to has a 2ne1 reunion for  corporate fund raisers. It can be a time of achievement and celebrations for 2ne1 fulfillment . However, We see that CL will go to party and club a lot in January.

2. February -  The Judgement reversed suggests that CL could be unable to let things go. I see her in denial about someone or a situation. I see CL isn’t let 2ne1 go (Look at January) she think that 2ne1 can be save if Minzy be there. However, CL need let Minzy, Bom, Sandara has their moment in the spotlight in 2ne1. CL need to learn that everything is not about her but more into a group. That’s the problem with CL  may also be bad-mouthing others, gossiping or bitching on others. Reputations can be ruined and real hurt caused by her careless remarks.  However, others may be treating or judging her unfairly.  An angry mob or group  may be looking for someone to blame and want to make a scape goat out of CL.

3. March -  The Empress can indicate pregnancy, so if CL don’t want to become pregnant, be careful.  The Empress is also associated with creativity – how can cl best express herself?  CL seek to express her creativity, ideas or thoughts without reservations.  Don’t hold back – be open. If CL  are asking about starting a creative project, this is a green light for her. 

The Empress encourages the growth and development of all things so lots should be happening around CL.  In fact life may very well be taking off for her in a very pleasant direction. She suggests a happy period in life, especially on the domestic front with much activity, socializing and a strong sense of inner contentment.  CL feel at one with the world and full of joy.  So, I see CL will becoming into her own skin finally.

4. April -  The Moon warns that CL is  a little delusional and have unrealistic hopes and dreams for herself. The Moon can distort reality. Things look very different under the light of the moon. CL look very closely behind the outward appearance of things for they may not be what they appear to be. Lies and deceit may surround her. Someone may be very pleasant and friendly to her face but behind the scenes are plotting, scheming, gossiping or working against CL. This will be underhand and covert so she will need to dig deep behind the illusion in front of her.  It is a time to trust no one but herself.  The Moon may illuminate her friends in a new light and leave them feeling confused as to who they can trust and whether she have any friends at all.  Something CL imagine to be dangerous may not be or something she believe is benign may be the lethal.

CL need to learn her power and psychic power causing bad luck toward herself. So, She must to do her power to do good and not evil.

5. May -  The Three of Pentacles in love suggests that CL met someone at work or on a social media website. She will fell in love with a Mars in Capricorn man or a Capricorn man who is rich and he came from a wealthy family background. However, CL need to pull together in order to get something done on her solo career.CL cannot waste people time and her time for other.  I see CL family issues that she made call to a family meeting and she put her heads together to see how she can move forward and what needs to be done.  I think is something to do with her younger sister Harin Lee.  She will be surprised to find out that others want to help and have much to contribute on her family issues and her solo career. CL please don’t try to do it all on her own. It may also be time to get expert help or advice. Look after your youngest sister CL.

6. June -  The Two of Swords reversed, CL either tear the blindfold off or it is ripped off by someone else to reveal the truth of the situation.  There is no getting away from the facts now as it is exposed in full color before her.  It may be painful to discover that she have been living a lie all this time.  CL may see so-called friends in a new light or feel shocked by what she discover.  However painful this may be, it has been for her own good.  Once the truth is out in the open, CL do not have to carry the burden of pretense anymore and are now free to move on with her life.  This may be easier to do than her imagined as she feel a weight lifted off both her mind and heart. CL will learn being fake and having fake friends will get you hurt and damage. She will see her hidden enemies unfolded in front of her.

7. July -  The King of Wands takes action and manifests CL ideas in the real in the world with confidence, agility and great success. She likes to work with people who think and act like her.  No one doubts for one moment that she is the boss but this woman likes to get close to her work force.  She moves among them, works beside them, is eager to hear what they have to say or any ideas they may have.  CL office door is always open and she is very approachable.  CL encourages her employees to think big and out of the box.  CL views problems as challenges when they arise in the workplace and will call everyone on board to find solutions.  Her mind is open to suggestions and new approaches.  CL demands loyalty from her staff but will never stifle initiative or personal ambition among them.  CL will have a few die-hard long-term staff or fans who she will view as indispensable. These will be the employees who look after the more tedious end of business which allows her the freedom to do what he does best.  CL likes to recruit the young and ambitious before they turn stale and un-adventurous.  She will hold weekly brainstorming sessions and reward her staff well for their enthusiasm. I see CL becoming a businesswoman with clothes brands in her name.

8. August -  The Hierophant represents marriage cards, especially arranged marriage and marriages of conveniences. CL is  taking or thinking of taking the traditional approach with her relationship such as getting married, settling down or deciding to start a family. She is following in the line of what Korean woman traditionally do.   I see CL is getting married this month on August with arranged marriage or her planned marriage.  he Hierophant can suggest that you are doing what everyone expects of you. You may be keeping up appearances on the outside when things are far from right inside. 

The Heirophant can represent the CL  wishes to leave her partner but fears what people will think. She stands for doing her duty in a relationship.  Her presence can also suggest a very conventional and traditional relationship.  She can be a sign that a relationship or marriage is in a rut. Change is needed but the couple continue to behave as they always have done and do things the way everyone else does.  It may be time to break with tradition and watch the jaws of family, friends and neighbors drop as tongues wag, heads shake and net curtains twitch.

9. September -  The Four of Pentacles is a positive and welcome card for savings, investments or retirement plans. It indicates that you are accumulating goods, wealth and possibly even power.  A financially successful business which is growing steadily and is stable and secure.   A lot of hard work has gone into the establishing of this business and it shows. CL is holding on to her money. She is saving money and don't spend all her money. CL is think of creative ways to pinch pennies right now. If she is working, stay focused on her work and get it done in an efficient manner in order to maximize her output.

10. October -  The Eight of Wands often suggests travel in connection with CL work. For certain, CL work schedule is very hectic and busy.  CL job requires her to think on her feet and be able to multi-task.  This is a high-energy work environment where there is much activity and certainly a lot of travelling involved.  Travel does not have to be long distance but CL are bound to be out and about for appointments, presentations and meetings.

I see CL is being very busy and traveling on her businesses and solo career on October.  

11. November -  The Chariot  reversed mean CL could be misguided and misdirected by the people she work with. They may have mixed feelings and cannot make a firm commitment or decision on her career.  CL may feel that she will never advance in her career or that her relationship is stuck in a rut. CL gonna riding for a fall by her diva ego. CL need to be careful with her diva ego because people will not help the divas to succeed in her career. CL be careful with car while traveling too.

12. December -  The Hanged Man appears at this time to remind CL that struggle at this time is futile and it is best to surrender to the situation and let it go, for as much as she fight to stay on top of whatever is involved, it will only succeed in depleting her energies, encouraging her to slide further into despair, negativity and pessimism. CL just not going to get anywhere at the moment or change much. CL need  takes this time to go within and re-connect with her spiritual purpose in life. I see CL didn’t force anything. Let go and surrender to time and patience. CL finally know that she cannot force things to happen, if CL do this she might see good thing happen to her.

13. Overall signification -  The Nine of Pentacles suggests that CL are in the process of developing self-worth and self discipline. This will ensure that she will never lose her wealth. 

The Nine of Pentacles can suggest retirement or vacation for CL.

[rickjsposts]

My thoughts on a Monday morning, both as to the markets, and the political environment they operate in.

New Post has been published on https://www.rickjshandicappingpicks.com/30224-2/

My thoughts on a Monday morning, both as to the markets, and the political environment they operate in.

The markets are gaping down again this morning several hours before the open ( Yes I get up very early in Las Vegas):)

Some things to note this morning:

$VIX.X is positive .90% This is gap fill territory. Its not that good at predicting reversals unless you see a move to say negative 10%.

TLT is only +.20 % This is less then we have been seeing the last week on the plunge.

On the negative side QQQ is off about 1/2 % leading the way on the down side.

A very positive sign is @CL is + 1.15%. Crude has been plunging with the markets.

So far it looks like we may get a rest for a bit on this plunge lower. I do not think it is finished however. The news is not good.

First we have Google. They have finally been put front and center by the DOJ into some of their practices. I suspect the deeper the investigation gets the more abuse that will be found.

Second, FB just got caught doxing a customer. I think a DOJ investigation of FB is right around the corner.

To me that means very shortly tech is going to take another hit. And a big one. They have been allowed to concentrate power never seen in corporations before, and have wielded it without regard for the consequences. It has the potential to get very ugly. Congress will not be able to help them this time.

Next, we have no fewer six house investigations on President Trump. And that is after the SC report essentially cleared Trump of wrongdoing. Now I know this is a controversial statement, but as a trial attorney for some 30+ years, when a prosecutor does not recommend charges, it’s over.

And if you do not believe me both Turley and Dershowitz, my go to experts for constitutional law, both agree. And both are very critical of the way Mueller and his team has handled this.

They are both liberals, they both are not Trump supporters in the sense that neither voted for Trump, but they are both true to the law and their principles.

Irregardless, the house leadership, is continuing on with the investigations. This will further divide the country (if that is possible) and will further promote uncertainty for the markets. The ebb and fall of the news cycles wrecks havoc on the markets.

Then we have Barr and Durham. For the first time it appears that the people that started the Russia hoax are going to feel the heat. I am not going to predict anyone is going to be brought to justice, but for the first time I see that as a possibility.

If history is a guide, everyone will skate. But, Barr seems like a different animal. And appointing Durham to me means he is dead serious.

So again, more uncertainty as this unfolds. Which means more volatility.

Then we get to trade. The dirty word Tariffs:) Trump uses it as a tool rather them isolationism. So the naysayers whose arguments are that Tariffs are bad, are only addressing in the terms of isolationism, not in terms of helping solve problems.

In my opinion, that is where their analysis goes wrong. Unless, you address the root problem that is causing Trump to put on the tariffs, and evaluate the effectiveness of the strategy, then you really are not putting forth an accurate assessment.

I view it in the same way I view sanctions, as opposed to viewing it as a means of isolating the U.S. A good example is China. They have tariffs, and they have them for protectionism, not as a means to resolve issues. Therein lies the difference.

Will these tariffs have an affect on the U.S.? Of course, in the short run. But Americans need to learn that this is the lesser of the many other evils. Do you allow China to continue to steal intellectual property rights? So you continue to allow China to keep dumping Steel through Canada?

The long run pain from that will be far worse then the short term pain caused by using Tariffs as a tool. And since when have Americans not been willing to sacrifice a bit for American values?

For the first time an American President has been using Tariffs effectively as a tool. We see now that Mexico is going to have to make a choice. Tariffs will ruin Mexico. And the President of Mexico knows it.

But, look at NAFTA. Its been renegotiated to the benefit of the U.S. Looks at NATO, the countries are taking some of the burden off the U.S. for the first time. Look at the climate accord, it was a sham from the start, meant to enrich certain people, and let some nations completely off the hook. Finally other countries have woken up to what Trump saw from the beginning.

The bottom line is all this change, is creating turmoil for the markets. And yet, the markets are up over 6% this year and +35% since Trump took office.

Finally, you get the arguments, from the left and the media, that Trump’s own party is against many of the things he is doing. This is pretty disingenuous to use the GOP selectively when you bash them at every opportunity.

Be that as it may, The GOP has a vested interest in the status quo. Many have strong private dealings with China, and Mexico. Some are legit some are not. Many of the GOP get special interest money from foreign interests. So naturally they are going to be opposed to many of Trump’s policies, even though they help the U.S.

Our political system has been designed that way. And to change it you have to get the same people that are taking advantage of it to vote for a change:) A real catch-22 for America.

But it means that again more uncertainty as the executive branch fights the legislative branch on all these issues.

So that is a readers digest version of the back drop for the markets this morning. Its much more complex than this, but, its not the purpose of this site to examine each in more detail.

As a trader you have to have a grasp on what is going on. What that means is forget about the media. Forget all Cable Tv pundits. Pick out five to 10 real experts in their fields, and follow them to get an idea of the environment. I see some of the best traders stuck in these destructive political themes. It can only hurt their trading.

I have no particular ideology. I am issue driven. I evaluate politicians based upon what i see and observe, rather then what the media tell me to believe.

In addition, I am a true contrarian. Usually the herd is wrong. You can almost take that as a given.

My granddaughter was explaining her views on many issues to me, some of with I agreed with and some I did not. But after seriously explaining to me her thoughts she said: ” But I do not like Trump”. My only comment to her was that when all around you have the same view, you should question whether its the correct one. As usually, group thinking is wrong.

It seemed like a light went on:) But, who knows.

There are things to like about Trump and things to dislike. But, to hate the person to the degree we are seeing is a symptom of obsessive irrational thought. A trap that is not good to fall into.

The idea is to approach things from an analytical perspective rather than an emotional one. Not everyone has the ability to do that. As we say a person light themselves on fire in front of the White House last week. But many do, and many choose the emotional irrational side.

Its not easy when you are bombarded 24/7 with fake news. But, nothing is ever easy in life. And its times like these that determine what you are made of.

So, try to let your analytical side take hold, get good information, and you will become a better trader.

I will try to post more often, but between handicapping sports, and preparing for the stock market open, it’s tough to work in a blog post regularly.

I do share my thoughts for a few minutes each morning on my private twitter feed @rickjswings. Its free, and it is only for about ten min in the morning after the market opens.

As a part of my sports handicapping subscription I sent out almost all of my trades via Viber. This has been a nice valued added feature of the handicapping service. At $49.00 a month for all sports plays I handicap, you get most of my stock trades.

If you want to follow some of my thoughts typically given after the open you can go to @rickjswings. Typically I talk about the overall day expected with the markets and also give some levels on the ES and NQ for failed breakout scalping.

It’s my private twitter feed for the stock market and its free. Sports Handicapping is the subscription-based part of this site. But considering the cost of joining it’s almost free:) In addition, I share all my short term swing trades to subscribers.

Good Luck Today

RickJ

RickJ’s Handicapping Picks

https://rickjshandicappingpicks.com/investing

Skype: Ricca

[cameronwjones]

21 Tampa Event Venues Your Attendees Will Love

Looking to plan an event in the Big Guava? Check out this list of 21 incredible event venues in Tampa—from clubs and golf courses to museums and hotels.

While Spanish explorer Ponce de Leon arrived in the Tampa Bay area as early as 1513, the western part of the land which would one day become Florida remained relatively undeveloped until the 1800s. Once a part of the United States in 1845, the Tampa Bay area would finally begin developing into the region it is today.

By the 1960s, Tampa's Downtown business district would thrive—providing office space to major banks and corporations. Today, the once slow-to-develop city is now home to a stunning skyline, numerous family-friendly destinations, and an active sports community.

If you plan to organize an event in Tampa and are looking for a venue to host you, this is the guide to read.

1. Busch Gardens and Adventure Island

Source: Wiki Commons

Location: University Square

Capacity: 50 - 3,000+

Known for its family-friendly fun and excitement, Busch Gardens and Adventure Island are two of the more unique event spaces to host an event at in Tampa. The venue offers numerous options to host and entertain guests, ranging from private dining options to a complete buyout of either park for larger events. With unique experiences such as exotic animal encounters, thrill rides, and even water-soaked excitement, Busch Gardens and Adventure Island are top destinations to wow guests of all ages.

2. Tampa Museum of Art

Source: Tampa Museum

Location: Channel District

Capacity: 400

Not too many Tampa event venues get to offer guests such stunning views of the city's waterfront. Serving up sights from its lovely covered terrace, guests can take in the beauty of Tampa, including the skyline and the University of Tampa's famed minarets. Plus, the Museum's in-house caterer custom creates menus for both afternoon and evening events which can be held throughout much of the venue, including the spacious indoor atrium.

3. ZooTampa at Lowry Park

Source: ZooTampa

Location: Lowry Park

Capacity: 175 - 750

ZooTampa offers a range of venues which are suited to both intimate affairs and large-scale events. Locations like the Ituri Forest Patio allow for special occasions to be held under massive trees while surrounded by some of Africa’s most majestic animals. Meanwhile, the Wallaroo Station takes guests to the heart of Australia and serves as an ideal destination for a kids party, making ZooTampa one of the best all-ages event venues in Florida.

4. The Florida Aquarium

Source: The Florida Aquarium

Location: Channel District

Capacity: 80 - 160

Good luck finding another event space surrounded by 2,000 sea animals and vibrant coral reef. Events held at the Florida Aquarium have a range of spaces to choose from, such as the Coral Reef Reception room, the outdoor Overlook Deck & Splash Pad, and the sleek Mosaic Center Reception room. With its mix of beauty, wonder, and awe, this venue is the ideal backdrop for corporate or personal events in addition to kid's birthdays and sleepovers.

5. Oxford Exchange

Source: Oxford Exchange

Location: Hyde Park

Capacity: 32 - 200

Since 2012, Oxford Exchange has wowed attendees of all event types with its gorgeous, sun-soaked event space and one-stop-shop for hosting occasions. Those seeking an exquisite, welcoming space should definitely consider this Tampa event venue, which comes complete with a transformational space that allows guests to have the time of their lives. Due to its charm and versatility, Oxford Exchange is an excellent choice for book clubs, lectures and numerous other social gatherings in addition to business meetings and wedding receptions.

6. Yacht StarShip Cruises & Events

Source: Yacht StarShip

Location: Downtown/Channel District

Capacity: 25 - 600

Instead of staying on land, why not enjoy the Tampa Bay aboard the only dining yacht of its kind in the Southern United States? Shake up the traditional event setting and take in Tampa's stunning scenes, skyline, and clear water aboard a luxury yacht. Yacht StarShip can be docked in Tampa as well as Clearwater, St. Petersburg, St. Pete Beach, Sarasota, and Tarpon Springs.

7. Armature Works

Source: Armature Works

Location: Tampa Heights

Capacity: 200 - 700

If exposed brick and sleek hardwood floors make you melt, then Armature Works may be the ideal venue for you. Embracing the history of the space while combining it with state-of-the-art technology, this restored mixed-use venue offers incredible indoor and outdoor experiences. Located along the Hillsborough River, guests are treated to exquisite views of downtown Tampa that rival the beauty inside the location.

8. Bryan Glazer Family JCC

Source: Bryan Glazer Family JCC

Location: North Hyde Park

Capacity: 750

Touted as Tampa's premier event venue, the Bryan Glazer Family JCC is ideal for those hoping to leave a memorable impression on their guests. With over 11,000 square feet of available space, this venue is equipped with a built-in stage, soundproof walls, and an 8,500 square foot ballroom with high ceilings. It also offers custom design options for each occasion.

9. Watervue Grille

Source: Watervue Grille

Location: Harbour Island

Capacity: 42 - 200

Situated on the water in downtown Tampa, Watervue Grille is a recently renovated, upscale dining space that emphasizes fresh Florida seafood. The main dining area is ideal for mid-sized receptions and private events. Meanwhile, the private event space offers a more quaint experience that diners are sure to love.

10. The Cuban Club

Source: The Cuban Club

Location: Ybor City

Capacity: 125 - 4,500

The building that helped unite the area's Cuban community burnt down in 1916, but was quickly rebuilt due to its importance. Today, the neoclassical building boasts a 40,000 square foot Courtyard, a Grand Ballroom, and a traditional proscenium theater, amongst other event-worthy locations. With so many options, private events of all types will have a blast at The Cuban Club.

11. The Vault

Source: The Vault

Location: Downtown Arts District

Capacity: 200 - 300

The Vault began as the Exchange National Bank a century ago. Today, the building remains a neoclassical beauty that offers guests a unique experience in the form of beautiful city views from the comfort of a 6,000 square foot interior space. Restored interior spaces and original marble flooring give The Vault a modern classic combination that is difficult to find in most venues and event spaces.

12. CL Space

Source: CL Space

Location: Historic Ybor

Capacity: 200

CL Space was voted Wedding Wire's Couples Choice Award winner for 2017 and 2018. While that speaks volumes to the kinds of amazing experiences brides and grooms may have, it doesn't do justice to all the fantastic events held at this lovely location. The 2,000 square foot open space venue is ideal for small to mid-sized team meetings, concerts, gatherings, art galleries, and plenty more.

13. American Social

Source: American Social

Location: Harbour Island

Capacity: 15 - 800

American Social gives guests an array of choices inside its music-centric, upscale dining venue. Event planners looking to host intimate occasions are sure to enjoy the private dining room as well as the Liberty Lounge. Outdoor locations like the private bar and terrace are also ideal for small groups and offer views of Downtown, while the Patio Bar does the same for larger gatherings.

14. The Rusty Pelican

Source: The Rusty Pelican

Location: Pelican Island

Capacity: 50 - 250

Since 1978, the Rusty Pelican has been one of the city's most beloved destinations for an array of events. In recent years, its private event rooms have taken home multiple wedding awards from the likes of Wedding Wire and The Knot. Rooms named for local gems like Pelican, Coral, and Bay join the outdoor wedding gazebo and Grand Ballroom as beautiful spaces you have to see to believe.

15. Centre Club

Source: Centre Club

Location: Beach Park

Capacity: 2 - 300

Since 1984, Centre Club has been regarded as one of Tampa's top event venues thanks to its delicious food, beautiful arrangements, and excellent service. Located on the 8th floor of the Urban Centre, the 4,000+ square foot space comes with eye-catching sights of downtown Tampa as well as St. Petersburg and Tampa Bay. The combination of aerial views and exquisite decor at Centre Club will be hard to match.

16. Florida Museum of Photographic Arts

Source: Florida Museum of Photographic Arts

Location: Downtown

Capacity: 150

The galleries at the Florida Museum of Photographic Arts focus on contemporary life and culture, which serves as an ideal backdrop for a number of private events and special occasions. Plus, guests can enjoy a specially designed tour of the museum's current exhibits. Additionally, the museum provides stunning sights of Downtown Tampa, which can be viewed through the floor-to-ceiling windows, filling the conference rooms with warm, bright Florida sun.

17. Epicurean Hotel

Source: Epicurean Hotel

Location: Bayshore Gardens

Capacity: 26 - 300

If you prefer an in-house team of professionals to assemble your event, the Epicurean may be the venue for your next occasion. One of the hotel's top selling points has to be its versatility. It offers both indoor and outdoor venues that range from traditional to completely unique. One of the venues that event planners can use is the Epicurean Theatre, which has been considered "a playground for James Beard-nominated chefs."

18. Pebble Creek Golf Club

Source: Pebble Creek Golf Club

Location: Pebble Creek

Capacity: 50 - 275

Pebble Creek has been a premier choice in Tampa event spaces for 40 years. It's the ideal setting for those seeking an indoor/outdoor event space, or who just prefer versatility. Event hosts will love the private meeting rooms, 3,000 square foot Banquet Room, and 12,000 square foot Georgian-style Clubhouse. With views of the greens and Tampa's gorgeous organic scenery, this golf club is a perfect setting for meetings, weddings, and other personal events.

19. The Westshore Grand

Source: The Westshore Grand

Location: Westshore Business District

Capacity: 10 - 500

Embodying the lifestyle of Florida, the Westshore Grand is an ideal Tampa event space for any event seeking a touch of style and sophistication. Numerous venues cater to parties of all sizes, from the sleek and intimate Madeira Boardroom to the 500-person Luxurious Bayshore Grand Ballroom. Private dining options are also available at its restaurant, Shula's.

20. Ferg’s Live

Source: Ferg's Live

Location: Downtown

Capacity: 30 - 2,000

With a sprawling space and convenient downtown location, Ferg's is a hot destination for both casual and upscale events in Tampa. The 8,000 square foot indoor/outdoor space is ideal for many kinds of events from block parties to business meetings to personal parties. It boasts numerous stages, a dance floor, and a state-of-the-art audio system. The venue also offers in-house beverage and entertainment solutions, in addition to over 60 HDTVs for branding and event marketing opportunities.

21. Raymond James Stadium

Source: Raymond James Stadium

Location: Plaza Terrace

Capacity: 240 - 2,500+

Home to the National Football League's (NFL) Tampa Bay Buccaneers, Raymond James Stadium is an exquisite multi-purpose venue which may be best known for its massive pirate ship display at its end zone. While events can be held up close to the ship, on the field, or at the nearby by Buccaneer’s Cove, the stadium also offers numerous other locations from cozy verandas and press boxes to the 9,000 square foot Hall of Fame Club.

Wrapping Up: Finding the Ideal Tampa Venue for Your Event

Every event is different and requires its own unique event strategy to make it successful. This curated list of amazing event venues will get you started as you begin to plan your Tampa area gathering. Just choose the location that best fits your event type, and create the lasting memories you and your guests deserve.

Now, just grab your event management software and host the get-together of your dreams!

If your next event will be hosted outside of the Tampa area, be sure to view our other lists of amazing venues across the U.S:

Atlanta Event Venues

Boston Event Venues

Chicago Event Venues

Seattle Event Venues

San Francisco Event Venues

from Cameron Jones Updates https://blog.bizzabo.com/tampa-event-venues

[studieings-blog]

Why Build Your Own Gaming Computer?

Nathan HolsingWhy Build Your inherent Gaming Computer?Computers Articles | April 10, 2005The best way to get the gaming cl movies for free e that you want, that will give optimum act is to build your own computer. If you think you do not have the technical knowledge or are not talented of hut a calculator you are wrong. I'm pretty assured that I could teach my creator (who has a tough time busy a VCR) how to build a computer. in case that you package plug a sweeper in the direction of through to a dam outlet and use a screw driver, you likewise can physique a computer. What dramaturgic Computer corporation Don't hankering You to Know!Manufacturers refusal want you to perceive how easy it is to physique a artificial intelligence because they make their living selling complete computers. The certainty is that manufacturers core on auctioning a brain with an overall small price button to beguile people to buy. They use the processor and software as the dominant selling point. In most cases other than the processor and maybe the graphics card you have no belief what segment they indeed use. Alienware is one of the rare exceptions. They mention you for the most, part what components they are using. However, this doesn't greedy that the particular are the best peripheral on the market. whole manufacturer receive regular stop from sales people convincing them that they should use their products. decent because a company sell them the best pact on a power number that allows them to increase their profit verge on the computers they sell doesn't make it the best power supply. This often leads to the service of bottom products for the advantage of profit.The Advantages facing Building Your Own ComputerBy building your own computer you are assured of getting the highest quality because you have vigorously researched each one component. whenever you've forever wondered why your stock bought joking computer with the preeminent of the line graphics card and ultra hot CPU is still receive trouble dynamic newer games, it is likely as they fastened you with an secondary power supply, cheap motherboard, inadequate RAM, and the list animation on. trig my talent it prepare sense to build your own computer.Warranties and scientific SupportIf you are distracted about warranties, you need not be. In largest cases you can win a company warranty on every integral you buy. As for technical support, I've had much better luck with getting query answered completed friendly cooperative forums on the World Wide Web than I ever have from technical support lines. Not to mention you don't have to wage to lie on hold.Upgrades Are Painless And FastWhen you build your mine computer upgrades are a snap. dove already set it together so convert a solid drive or changing the graphics program is unduly easy. now instance I just upgraded my graphics card. enthrallment took me longer to unplug complex from the back of my tower than it did to swap the graphics card. All in all I was up and working with the new operator installed in about 10 minutes. conceding that you are impatient comparable I prevail taking your machine to a store to have it upgraded just isn't worth the wait.How through Build Your Own ComputerI hope five convinced you to frame your individual computer. interest is a very satisfying experience. As I've aforementioned it isn't very difficult. I accomplish however advocate that you do your research. skilled are any good books published on the point such as "Build Your Own PC", by moras Rosenthal. You can also find a great contract of advice regarding house computers and computer hardware at my website substance Tags: Gaming Computer, Graphics Card, influence Supply, professional Support neath Holsing is the newspaperwoman of Gaming-Computers.net, a site that equip computer implements reviews, ordering guides, and tutorials on building computers.

[nuttytriumphenthusiast-blog]

Photos, now not simply video. No yellow ring alerting other people to the camera. Underwater-capable. Classier colours with lighter lenses. Prescription choices. Faster syncing. And a far slimmer body and charging case. Snapchat fastened the most important ache issues of its Spectacles camera shades with V2, which release nowadays for $150. The corporate most effective bought 220,000 pairs of V1, with their restricted capability, difficult exports and goofy hues. But V2 is fashionable, handy and helpful sufficient to stay at hand. They’re now not innovative. They’re a wearable camera for everyone. 

You can take a look at our snazzy hands-on demo video beneath:

The new Spectacles cross on sale nowadays within the U.S., Canada, U.Ok. and France, then in 13 extra European nations on May three. The $150 V2s are $20 greater than the previous model and most effective to be had on Snap’s app and web page — no Amazon, pop-up shops or merchandising SnapBots. And V1 homeowners gets a firmware replace that permits them to take footage.

After two days of use, I feel Spectacles V2 go the edge from clumsy novelty to inventive software out there to the mainstream. And amidst person expansion struggles, that’s what Snap wishes at this time.  

V1 was once to get other people relaxed

What Snap doesn’t want is a privateness scandal, and that possibility is the trade-off it’s making with its extra discreet Spectacles design. They nonetheless show a bit of circle of white lighting whilst recording, however with the everlasting yellow ring at the nook got rid of, you may now not realize there’s a camera lens there. That may just make other people a bit of apprehensive and creeped out.

But the corporate’s VP of Mark Randall tells me he thinks the actual function of V1 was once to get other people relaxed dressed in and being recorded via a face laptop. It unquestionably wasn’t a client luck, with lower than half of of homeowners the usage of them after the primary month. He stated he feels beautiful just right about delivery 220,000 pairs. Yet Snapchat was once roundly mocked for taking a $40 million write-off after making loads of hundreds too many. Randall attributes that to having fragmented gross sales channels, which Snap is solving via most effective promoting V2 itself so it may possibly higher expect call for.

Snap did be told that customers sought after to take footage, get them in much less flashy coral colours, carry Spectacles to the seashore, pair them faster with higher answer exports and listen to much less wind noise when shifting. And most significantly, they sought after one thing they didn’t really feel bizarre dressed in. So Randall’s workforce necessarily scrapped the yellow caution ring, taste, structure, chipset and electronics to construct a greater V2 from the bottom up. The consequence rises top above its predecessor.

The specifications of Spectacles V2

Snapchat isn’t creating a spectacle out of the Spectacles V2 release. There’s no hidden merchandising machines with cryptic clues resulting in lengthy strains. They’re overtly on the market nowadays in Snap’s 4 best markets, with IE, BE, NL, SE, NO, DK, FI, DE, AT, CH, PL, ES and IT coming subsequent week. This may be certain everybody who desires them may have them earlier than they inevitably forestall being fashionable and must depend on their true price.

As quickly as you slide them out in their tennis ball tube bundle, you’ll realize the next construct high quality in Spectacles V2. The yellow case is ready 1/3 smaller, so it’s essential squeeze it in some pants wallet or simply throw it in a jacket or handbag. The previous model principally required a backpack. The charging port has additionally been moved to the aspect so it doesn’t fall out so simply. Even with the simpler , Spectacles are meant to have sufficient battery and reminiscence to file and switch 70 movies over every week on a standard fee, plus elevate 4 additional fees within the case.

The Spectacles themselves really feel sleeker and not more like chunky plastic. They are available onyx black, ruby pink and sapphire blue and you’ll be able to choose from a extra reflected or herbal lens colour too. Users within the U.S. can organize them with prescription lenses thru Lensabl. Those colours are much more mature than the infantile coral purple and teal of V1. More clear lenses lead them to more straightforward to make use of in decrease gentle, so that you gained’t be limited to simply the sunniest days, although they’re nonetheless UVA and UVB rated. I may just even get via within to some extent, while I used to be bumping into issues indoors with V1.

The field protecting the at the hinges is now a lot smaller, making them lighter and shallower general. An additional microphone is helping Spectacles cut back wind noise and steadiness out conversations so the wearer doesn’t sound manner louder.

It’s simple to long-press for a photograph or faucet for 10-second video, with additional faucets extending the clip as much as 30 seconds. Either fires up the sunshine ring to let other people know you’re recording, however that is a lot more delicate than the everlasting yellow ring that was once there on V1. You can most effective upload stickers and drawings after you shoot and export your Spectacles Snaps, in order that approach there’s no including augmented truth face filters or dancing sizzling canines to what you spot first-person.

Syncing is going a lot sooner with Spectacles V2

Snap Inc. actually lowered the visual view for Spectacles from 115 to 105 levels to bring to a halt one of the vital fish-eye warping that came about to the sides of clips shot on V1. Videos now file in 1216 x 1216 pixels, whilst footage are 1642 x 1642. What’s a laugh is that Spectacles can file below water. Randall doesn’t suggest diving to 200 ft with them, however leaping within the pool or getting stuck within the rain can be no drawback. In reality, it may possibly make for some beautiful trippy visuals. Cheddar’s Alex Heath nailed these types of options in a scoop about V2 final month.

Syncing in your telephone now simply calls for Bluetooth and a seven-second press of the shutter button, reasonably than a shoddy QR code scan. Exports all the time occurs in HD over Specs’ inside Wi-Fi now, and transfers cross 4 instances faster than the previous procedure that required you to sync same old definition (low-quality) variations of movies first, then select your favorites, then obtain them in HD. Randall says that led a lot of people to by chance or impatiently accept SD content material, which made Spectacles’ seize answer appear a lot less than its doable.

Unfortunately, Snapchat is what’s protecting Spectacles again. You can most effective sync your Spectacles to Snapchat Memories first earlier than exporting movies personally or as one large Story in your camera roll. That makes it a ache to percentage them in other places. If Snap desires to be a massive, it may possibly’t simply construct accompaniments to its personal app. It must be a focus for a wide variety of photographers, now not simply those that already love Snapchat. I do want they might percentage immediately to Instagram, and barring that may be a weighty technique selection.

What truly issues, although, is the how the incremental enhancements all upload as much as one thing a lot more livable.

Keeping Snapchat impressive

Snapchat could have in spite of everything discovered a strategy to make Spectacles carryable and wearable sufficient that folks use them as their default shades. That may just result in far more content material being made out of Spectacles, which in flip may just make Snapchat extra fascinating at a time when it’s determined to tell apart from Instagram with one thing tricky to duplicate.

Randall says Snap is solely beginning to achieve out to skilled creators, who may just end up to other people how a laugh Spectacles may well be. Snap left out them final time round and ended up with few items of flagship Spectacles content material. This time, although, Snap will focal point on appearing off what Spectacles can shoot reasonably than simply how they give the impression of being to your face. It’s even going to run its personal in-app advertisements selling Spectacles that can permit you to swipe up to shop for them in an instant.

Snap Inc. calls itself a camera corporate, however past tool, that wasn’t truly true till now. It is usually a half-decade earlier than we have now AR goggles for the hundreds, and Snap can’t wait round for that. V2 is a cast step ahead, and Randall says Snap is dedicated to an extended street of releases.

Getting heaps of its cash-strapped teenagers to shop for the device might end up tricky once more, however I a minimum of be expecting V2s gained’t finally end up demise by myself in a drawer as ceaselessly. These glasses aren’t going to show round Snapchat’s industry, which misplaced $443 million final quarter. And they most certainly gained’t win over any Instagram loyalists. But Spectacles V2 may just re-ignite the pastime of lapsed customers whilst generating distinctive issues of view to entertain those that by no means left. And in the event that they don’t promote neatly, Snap a minimum of is operating the kinks out of its iteration procedure that would pave the way in which for a killer product sooner or later.

The startup was once all the time about speaking visually, and what higher manner than to lend somebody your point of view of the sector. Snap could have damaged the Google Glass curse.

Snapchat launches Spectacles V2, camera glasses you’ll actually wear – TechCrunch

Photos, now not simply video. No yellow ring alerting other people to the camera. Underwater-capable. Classier colours with lighter lenses.

Snapchat launches Spectacles V2, camera glasses you’ll actually wear – TechCrunch Photos, now not simply video. No yellow ring alerting other people to the camera. Underwater-capable. Classier colours with lighter lenses.

[siyu-prow-blog]

Entrie 1

 Word Count: 1232

I’ve always thought success is something that isn’t fixed, different people have their own opinions on it. There are many different factors that actually affect it. For this essay, I am going to talk about EXO, a 9-member boy group from South Korea. They are from the company S.M entertainment.

 What got them ‘successful’ can be a lot of things, not only just music since the industry serves a lot more than just pure music. To me, their success comes from their recognition and how far they have come. They were initially debuted with twelve members, separated into Exo-K and Exo-M. They performed music in Korean and Mandarin respectively, promoting them in two different countries from the start of their career.

 When they first debuted back in 2012, they were given a title, ‘S.M’s biggest disappointment’ and were told to disband by the K-netizens. Though they started to receive commercial success in 2013, after receiving their first music show win.

 Since there are 9 members in the group, they all have different people they look up to. Though most of them look up to their seniors in the same company, namely Super Junior, TVXQ, BoA and Shinhwa. They themselves also have many other people they look up to, artists like Micheal Jackson, Babyface, Whitney Houston and Usher. Western artists had had a lot of influence over the entire globe ever since the past so it isn’t a surprise to see Eastern artists looking up to them.

 Two of the members of Exo, namely Kai and Chanyeol actually got some influences from films. Kai was a dancer even before being in S.M, he did Jazz but after watching The Nutcracker, he began to train in ballet. His father actually promised him a Nintendo if he joined the company contest so he participated in the S.M Youth Best Contest in 2007 at 13 years old. He won and he signed with the company and he began training in hip-hop.

 Chanyeol got interested in music after he watched School of Rock in elementary school and he started playing the drums. Then, after listening to Yoo Young Jin he wanted to be a singer though he focused on rapping while training under S.M.

 Groups like H.O.T and S.E.S were pretty popular during the late 1990s in South Korea and it may have formed a sort of ‘base’ for both S.M Ent. Later in the 2000s, artists like BoA and TVXQ already had an audience to perform for in a sense because the previous groups paved the way. Though they didn’t immediately get famous because no one ever does. Fans have to evaluate the new artists before they decide whether they want to like them or not.

 Groups like Super Junior and TVXQ, the ones that Exo look up to. They themselves received a lot of the public’s attention. Their performances wowing crowds, being titled the Kings of their generation. They had steady fanbases as well, being the center of the Korean Wave.

Back to 2012 when Exo-K and Exo-M just debuted, they were actually hyped up by their company. Though, I guess you can say that they didn’t do good enough for an S.M group since the seniors before them like Super Junior and SHINee, they did better when they first debuted. So in a sense, they flopped. Fans speculate that it was because after they released ‘MAMA’ their debut track, they didn’t release anything else for over a year and Exo-K didn’t promote their songs either, they basically went on hiatus after their debut. Which made the public think that S.M is going to disband the group.

 Even after they got their first music show win with ‘Wolf’ as 12 members in 2013, netizens left many ‘horrible’ comments.

For example,

[+920, -117] I bet they were thinking this is unbelievable as well... Who the hell would think that such a trashy song could win. I'd get on my knees and sob over how unjustified the win is. 

[+1,223, -48] Who?

 [+627, -23] Debuting under SM used to guarantee that you at least some public recognition but I guess that isn't the case anymore. Who are they?

 Then we look at right now, in 2018. Exo have been named ‘the biggest boyband in the world’, ‘Kings of K-pop’ and ‘Nation’s Pick’  by media outlets. They got their 100th music show win on September 14 2017 with their song ‘Power’. They earned the title of “Quadruple million seller” with their fourth studio album reportedly reaching Korean sales of 1,592,792.

 On January 16 this year, ‘Power’ became the first K-pop song to play at The Dubai Fountain. In early February, it was announced Exo was going to perform at the closing ceremony of the 2018 Winter Olympics in Pyeongchang as representatives of K-pop, alongside CL. In March, the Korean Mint Corporation announced that they would create commemorative medals for them, honouring them for their contribution as representatives for K-pop. The nine medals were unveiled on 18 April at a ceremony.

 Ever since Exo’s breakthrough, they started to receive so much attention. Fans flocked in, talking about their dance, song and visuals. Their music is also ‘easier’ to show to new K-pop fans since they have a wide variety of musical styles. Exo wowed the audiences with their choreography and dance moves. Not to forget they have a huge Chinese fanbase because of the split up that they did. They are also great at everything, really versatile- they can sing, dance, act and they possess good variety show skills.

Fans also become attracted to them because of their personalities. Being an idol is basically putting their lives out there, being in variety shows and the interaction with fans would further help the fans understand them as human beings. So, you can say that fans that went to them for music stayed because of how they are like as human beings.

Fans stay loyal to them, continuously supporting them throughout the years. It’s like a sort of commitment. More and more fans come in to the fandom, getting attracted by the entire package that is them so it’s really not only about the music. Exo also inspires their fans to be better people, they have been heavily involved in charity ever since debut. Parts of their proceeds of some of their albums went into a campaign that aids musical education for children in Asia. Individually, they themselves also volunteer and donate to many organizations. Fansites as well, they organize fundraisers to raise amounts to donate to charity under the name of Exo. The fanbase is the most important for any idol and both respect each other. Without the fans, they wouldn’t come this far and without the idols, all the fans won’t be this happy.

When people judge K-pop fans for liking K-pop, it’s honestly really annoying or maybe it’s because I’m biased. It’s hard to actually say that you like K-pop because of the judgements that will follow, I’ve had a fairly bad encounter so yeah.

 Though, It’s truly overwhelming, this leap.  Some things remain the same, each one of Exo had a dream. The dream to sing, to stand on stage that was fuelled by someone else that had the same dream. Though they had a stroke of luck you can say. There really isn’t a fixed equation to success, just luck and hard work plus hard work.

 Sources

https://en.wikipedia.org/wiki/Exo_(band)

http://kprofiles.com/exo-members-profile/

https://www.quora.com/Why-is-EXO-the-most-popular-group-among-kpop-fans-rather-than-other-groups

https://www.quora.com/Why-do-people-love-EXO-so-much

https://netizenbuzz.blogspot.sg/2013/06/exo-wins-1-on-music-bank.html

https://onehallyu.com/topic/339263-why-do-people-act-like-exo-started-from-the-bottom-when-they-had-a-huge-lead/page-2

https://en.wikipedia.org/wiki/BoA

http://kprofiles.com/shinhwa-members-profile/

[alexandrprofi]

Программа ЭКОНОМ Кабинет

[simonconsultancypage]

Rule 10b5-1 and the Defense of Securities Fraud Claims

Seventeen years ago this month, the SEC instituted Rule 10b5-1 to permit company insiders – who often hold a significant portion of their wealth in company stock – to sell their shares without incurring liability under the federal securities laws. The Rule permits insiders who have traded in company shares to rebut the inference of scienter by showing that the trades were pre-scheduled and not suspicious. Over time, questions have been raised about the ways that some company executives have tried to use the plans. As discussed in an August 10, 2017 memo by the Simpson Thacher law firm on the CLS Blue Sky Blog entitled “Combatting Securities Fraud with 10b5-1 Trading Plans” (here), “sales made under 10b5-1 plans can substantially assist a company in getting such a claim dismissed by helping to rebut the inference of scienter that normally results when plaintiffs present evidence of insider stock sales during the class period.”

  However, as discussed further below, while the plans can provide a substantial defensive boost, there are a number of steps companies should take in order to improve the likelihood that the existence of the plan will provide the intended protection.

  Using Rule 10b5-1 to Rebut the Inference of Scienter

To illustrate how the existence of a trading plan can aid the defense in a securities fraud class action lawsuit, the law firm memo refers to a recent decision in the District of Massachusetts in the Tetraphase pharmaceuticals case, where the court dismissed a securities suit after determining that all of the insider trades on which the plaintiffs sought to rely had been made pursuant to Rule 10b5-1 plans established before the supposed material nonpublic information on which the plaintiffs sought to rely had become known.

  Tetraphase Pharmaceuticals has been seeking to develop an antibiotic. The Phase I clinical trials for the new antibiotic were promising and the company’s share price rose. However, in September 2015, the company announced that its Phase II clinical trials had failed to meet its primary endpoint. Following the announcement, the company’s share price dropped 80%, representing a $1.3 billion market capitalization decline. Throughout the class period, the three individual defendants had made large trades in the company’s stock. As discussed here, in January 2016, plaintiffs filed a securities class action lawsuit in the District of Massachusetts against the company and the three defendants. The defendants filed a motion to dismiss.

  In his May 9, 2017 order (here), Judge Leo Sorokin granted the defendants’ motion to dismiss. In their complaint, the plaintiffs alleged that the defendants knew the antibiotic would fail long before the information was released to the public. In ruling on the defendants’ dismissal motion, Judge Sorokin first determined that the plaintiffs’ allegations were insufficient to support the allegation that the defendants were aware of the disappointing clinical trial results as early as the plaintiffs had tried to suggest.

  Judge Sorokin then turned to the plaintiffs’ allegations that the individual defendants’ sales of company stock supported an interference of scienter. Judge Sorokin determined that all of the trades on which the plaintiff sought to rely had been made pursuant to Rule 10b5-1 trading plans. Judge Sorokin found it particularly significant that all three plans had been established before the date on which even the plaintiffs tried to argue that the defendants possessed the results of the pivotal portion of the Phase II trial. In ruling that the existence of the Rule 10b5-1 plans rebuts the inference of scienter, Judge Sorokin noted that the mere existence of a plan is not enough to rebut the inference. He then examined the circumstances under which the individuals had created their plans. He noted that one of the defendant’s plans predated the class period, and the other defendants’ plans were created at a date prior to which it was reasonable to infer that the defendants had information about the clinical trial outcomes.

  Questions Surrounding Rule 10b5-1 Trading Plans

As Judge Sorokin’s ruling in the Tetraphase Pharmaceuticals case shows, Rule 10b5-1 trading plans can provide a substantial defense to securities fraud allegations. However, the mere existence of a trading plan is not alone sufficient; courts have made it clear that they will carefully scrutinize the plans and the circumstances under which they were created and the ways in which they were implemented to ensure that the plan’s existence does actually rebut the inference of scienter.

  Arguably the highest profile example of a case in which the existence of a Rule 10b5-1 trading plan faced substantial scrutiny is the 2009 enforcement action that the SEC brought against former Countrywide Financial Angelo Mozilo. A critical part of the agency’s allegations in that action was that Mozilo had manipulated multiple, overlapping Rule 10b5-1 trading plans to permit him to reap vast profits in trading his shares in company stock while he was aware of increasingly serious problem in the company’s mortgage portfolio. In October 2010, Mozilo agreed to settle the SEC’s enforcement action for a payment of $67.5 million dollars, including a $22.5 million penalty and a disgorgement of $45 million.

  Periodically since that time, questions have been raised about executives’ use of Rule 10b5-1 trading plans. For example,  A front page November 28, 2012 Wall Street Journal article entitled “Executives’ Good Luck in Trading Own Stock” (here), reports on the newspaper’s analysis of thousands of trades by corporate executives in their company’s stock. Among other things, the newspaper reports on numerous instances where executives, trading in company shares pursuant to Rule 10b5-1 plans, managed to extract trading profits just before bad news sent share prices down or to capture gains with purchases executed just before unexpected good news.

  The article catalogues a number of deficiencies of at least some plans that undermine the Rule’s goal of allowing insiders to trade in their company shares without creating the impression that the executives were trading because they knew something about the company that other investors did not.

  Among other plan features that can cause problems, the article shows, is the ability of executives to alter or cancel plans at their own discretion. The article notes that “there is very little in the system to prevent an executive who foresees good news about the company from canceling a scheduled share sale, or an executive who foresees bad news from canceling a scheduled share purchase.”

  In light of these kinds of concerns, there have been periodic calls for reforms to or revisions of the Rule, in order to reduce the possibility that insiders might manipulate these kinds of plans in order to try to mask or cover trades that otherwise might appear to be improper. For example, as discussed in in a June 2, 2016 post on the CLS Blue Sky Blog (here), Gothenburg University Professor Taylan Mavruk and  University of Michigan Business School Professor H. Nejat Seyhun conclude that “safe harbor plans are being abused to hide profitable trades made while in possession of material non-public information” and suggest a number of revisions to the Rule in order to “prevent further abuse.”

  Building an Effective Rule 10b5-1 Trading Plan

Because of the kinds of concerns with Rule 10b5-1 trading plans over time, courts have, the law firm memo’s authors note, “shown an increased willingness to thoroughly examine the legitimacy of Rule 10b5-1 trading plans.” The memo cites a number of examples of cases in which courts have rejected defendants arguments that the existence of the trading plans rebuts the inference of fraud.

  Just the same, the authors note, while courts have “been demonstrating a greater proclivity to scrutinize 10b5-1 trading plans, these plans remain an effective method of protecting executives and preventing and defending securities fraud claims.” The authors note that there are a number of “best practices” to consider to “help ensure the maximum effectiveness of Rule 10b5-1 trading plans.” Many of the specific steps the authors suggest are specifically intended to address the concerns noted above in the preceding section of this post, including measures designed to reduce questions surrounding the timing of the creation, modification, or termination of the plan.

  A critical element in the successful use of a Rule 10b5-1 trading plan is being able to show that the plan’s beneficiary created a plan at a time when they were not in possession of material non-public information. The ability to make this showing obviously was key in the outcome of the Tetraphase Pharmaceuticals case. In order to assist this showing, the memo’s authors suggest that “insiders should adopt (and amend or terminate) a 10b5-1 trading plan during an open trading window and when they are not otherwise aware of any material nonpublic information.”

  The authors also suggest that the best approach is for the plan to require a waiting period before the first execution of trades under the plan. The Rule itself does not require a waiting period, but the provision for a pause removes any suggestion that the plan was created by a desire to time the market or to trade based on awareness of impending developments at the company.

  Consistent with the problems that arose with Angelo Mozillo’s competing and conflicting trading plans, the authors also suggest that the existence of multiple plans “may undermine the notion that the insider entered into the 10b5-1 trading plan in good faith and while not in possession of material nonpublic information.” The authors suggest that as a general rule, executives should avoid adopting multiple, overlapping 10b5-1 trading plans.

  It ought to go without saying, but just the same it probably bears emphasizing that the use of the plan to try to rebut the inference of scienter will be substantially undermined by the existence of trades outside the plan. By the same token, by the Rule’s own terms, the Rule’s protections are not available when the insider has entered into a “corresponding or hedging transaction or position” with respect to the stock in the plan.

  There are other specific details of the trades permitted under the plan that can help support its defensive usefulness. For example, plans of a longer duration help mitigate the concern that the plans are merely covers for short-term trading objectives. The size of the sales permitted under the plan also can affect the way that trades under the plan are perceived. Sales of larger amounts of an insider’s stock, particularly early in the plan’s existence, may undermine its defensive usefulness.

  The authors also note that while the Rule itself does not require disclosure that executives’ trades in company shares were made pursuant to Rule 10b5-1 trading plans, “it is generally best … to disclose executives’ sales made pursuant to 10b5-1 trading plans.”

  In addition to the law firm memo’s authors’ suggestions, I add here a couple of suggestions of my own based on my review of the literature critical of Rule 10b5-1 trading as well as of the cases where courts have declined to find that the existence of a trading plan rebuts the inference of scienter.

  First, a plan is likelier to survive scrutiny if it simply specifies the number of shares to be purchased or sold and the dates or timing of the proposed transactions. Plans based on prices, formulas, or computer programs, and or that are conditioned on future stock price or future market conditions are much more likely to be scrutinized and much less likely to help rebut the inference of scienter.

  Second, in addition to publicizing that executives’ trades were made pursuant to trading plans, companies may want to go one step further and publicly disclose  details of the so that both the SEC and investors can verify that the executives are actually complying with their own proposed rules. Trades subject to this kind of scrutiny seem much less likely to be questioned later.

  Conclusion

Despite the concerns that occasionally have been raised about Rule 10b5-1 plans, and despite the evidence that the plans sometimes have been abused, the use of trading plans remains an important part of the toolkit to try to help corporate executives to trade in their company shares without incurring securities law liability. Indeed, as the recent Tetraphase Pharmaceutical ruling illustrates, a well-designed and well-executed plan can still provide substantial liability protection by allowing insiders to trade in their holdings of company stock.

  For D&O insurance underwriters, a company’s use of trading plans can be an important underwriting consideration. The fact that a company has trading plans in place can be interpreted to suggest that the company and its senior officials are being proactive in trying to mitigate their securities litigation exposure. However, the extent to which the existence of the plan can be interpreted as a positive underwriting factor could depend on the specific details of the plan.

  A straightforward plan created during a trading window, with a waiting period before trades can be executed, and a simple formula for the timing and size of the permitted trades, could be viewed as a substantial securities litigation loss prevention measure, and therefore as a positive factor from an underwriting perspective. However, a complicated plan with plan or the existence of multiple plans, or the existence of trades made outside of the plan, could be viewed as creating a heightened risk of securities law exposures, and therefore as representing a negative factor from an underwriting perspective. Underwriters will want to carefully consider the plan’s details and also consider whether the plan is carefully calculated to help boost the defense in the event of a securities claim.

The post Rule 10b5-1 and the Defense of Securities Fraud Claims appeared first on The D&O Diary.

Rule 10b5-1 and the Defense of Securities Fraud Claims published first on http://ift.tt/2kTPCwo

[golicit]

Rule 10b5-1 and the Defense of Securities Fraud Claims

Seventeen years ago this month, the SEC instituted Rule 10b5-1 to permit company insiders – who often hold a significant portion of their wealth in company stock – to sell their shares without incurring liability under the federal securities laws. The Rule permits insiders who have traded in company shares to rebut the inference of scienter by showing that the trades were pre-scheduled and not suspicious. Over time, questions have been raised about the ways that some company executives have tried to use the plans. As discussed in an August 10, 2017 memo by the Simpson Thacher law firm on the CLS Blue Sky Blog entitled “Combatting Securities Fraud with 10b5-1 Trading Plans” (here), “sales made under 10b5-1 plans can substantially assist a company in getting such a claim dismissed by helping to rebut the inference of scienter that normally results when plaintiffs present evidence of insider stock sales during the class period.”

  However, as discussed further below, while the plans can provide a substantial defensive boost, there are a number of steps companies should take in order to improve the likelihood that the existence of the plan will provide the intended protection.

  Using Rule 10b5-1 to Rebut the Inference of Scienter

To illustrate how the existence of a trading plan can aid the defense in a securities fraud class action lawsuit, the law firm memo refers to a recent decision in the District of Massachusetts in the Tetraphase pharmaceuticals case, where the court dismissed a securities suit after determining that all of the insider trades on which the plaintiffs sought to rely had been made pursuant to Rule 10b5-1 plans established before the supposed material nonpublic information on which the plaintiffs sought to rely had become known.

  Tetraphase Pharmaceuticals has been seeking to develop an antibiotic. The Phase I clinical trials for the new antibiotic were promising and the company’s share price rose. However, in September 2015, the company announced that its Phase II clinical trials had failed to meet its primary endpoint. Following the announcement, the company’s share price dropped 80%, representing a $1.3 billion market capitalization decline. Throughout the class period, the three individual defendants had made large trades in the company’s stock. As discussed here, in January 2016, plaintiffs filed a securities class action lawsuit in the District of Massachusetts against the company and the three defendants. The defendants filed a motion to dismiss.

  In his May 9, 2017 order (here), Judge Leo Sorokin granted the defendants’ motion to dismiss. In their complaint, the plaintiffs alleged that the defendants knew the antibiotic would fail long before the information was released to the public. In ruling on the defendants’ dismissal motion, Judge Sorokin first determined that the plaintiffs’ allegations were insufficient to support the allegation that the defendants were aware of the disappointing clinical trial results as early as the plaintiffs had tried to suggest.

  Judge Sorokin then turned to the plaintiffs’ allegations that the individual defendants’ sales of company stock supported an interference of scienter. Judge Sorokin determined that all of the trades on which the plaintiff sought to rely had been made pursuant to Rule 10b5-1 trading plans. Judge Sorokin found it particularly significant that all three plans had been established before the date on which even the plaintiffs tried to argue that the defendants possessed the results of the pivotal portion of the Phase II trial. In ruling that the existence of the Rule 10b5-1 plans rebuts the inference of scienter, Judge Sorokin noted that the mere existence of a plan is not enough to rebut the inference. He then examined the circumstances under which the individuals had created their plans. He noted that one of the defendant’s plans predated the class period, and the other defendants’ plans were created at a date prior to which it was reasonable to infer that the defendants had information about the clinical trial outcomes.

  Questions Surrounding Rule 10b5-1 Trading Plans

As Judge Sorokin’s ruling in the Tetraphase Pharmaceuticals case shows, Rule 10b5-1 trading plans can provide a substantial defense to securities fraud allegations. However, the mere existence of a trading plan is not alone sufficient; courts have made it clear that they will carefully scrutinize the plans and the circumstances under which they were created and the ways in which they were implemented to ensure that the plan’s existence does actually rebut the inference of scienter.

  Arguably the highest profile example of a case in which the existence of a Rule 10b5-1 trading plan faced substantial scrutiny is the 2009 enforcement action that the SEC brought against former Countrywide Financial Angelo Mozilo. A critical part of the agency’s allegations in that action was that Mozilo had manipulated multiple, overlapping Rule 10b5-1 trading plans to permit him to reap vast profits in trading his shares in company stock while he was aware of increasingly serious problem in the company’s mortgage portfolio. In October 2010, Mozilo agreed to settle the SEC’s enforcement action for a payment of $67.5 million dollars, including a $22.5 million penalty and a disgorgement of $45 million.

  Periodically since that time, questions have been raised about executives’ use of Rule 10b5-1 trading plans. For example,  A front page November 28, 2012 Wall Street Journal article entitled “Executives’ Good Luck in Trading Own Stock” (here), reports on the newspaper’s analysis of thousands of trades by corporate executives in their company’s stock. Among other things, the newspaper reports on numerous instances where executives, trading in company shares pursuant to Rule 10b5-1 plans, managed to extract trading profits just before bad news sent share prices down or to capture gains with purchases executed just before unexpected good news.

  The article catalogues a number of deficiencies of at least some plans that undermine the Rule’s goal of allowing insiders to trade in their company shares without creating the impression that the executives were trading because they knew something about the company that other investors did not.

  Among other plan features that can cause problems, the article shows, is the ability of executives to alter or cancel plans at their own discretion. The article notes that “there is very little in the system to prevent an executive who foresees good news about the company from canceling a scheduled share sale, or an executive who foresees bad news from canceling a scheduled share purchase.”

  In light of these kinds of concerns, there have been periodic calls for reforms to or revisions of the Rule, in order to reduce the possibility that insiders might manipulate these kinds of plans in order to try to mask or cover trades that otherwise might appear to be improper. For example, as discussed in in a June 2, 2016 post on the CLS Blue Sky Blog (here), Gothenburg University Professor Taylan Mavruk and  University of Michigan Business School Professor H. Nejat Seyhun conclude that “safe harbor plans are being abused to hide profitable trades made while in possession of material non-public information” and suggest a number of revisions to the Rule in order to “prevent further abuse.”

  Building an Effective Rule 10b5-1 Trading Plan

Because of the kinds of concerns with Rule 10b5-1 trading plans over time, courts have, the law firm memo’s authors note, “shown an increased willingness to thoroughly examine the legitimacy of Rule 10b5-1 trading plans.” The memo cites a number of examples of cases in which courts have rejected defendants arguments that the existence of the trading plans rebuts the inference of fraud.

  Just the same, the authors note, while courts have “been demonstrating a greater proclivity to scrutinize 10b5-1 trading plans, these plans remain an effective method of protecting executives and preventing and defending securities fraud claims.” The authors note that there are a number of “best practices” to consider to “help ensure the maximum effectiveness of Rule 10b5-1 trading plans.” Many of the specific steps the authors suggest are specifically intended to address the concerns noted above in the preceding section of this post, including measures designed to reduce questions surrounding the timing of the creation, modification, or termination of the plan.

  A critical element in the successful use of a Rule 10b5-1 trading plan is being able to show that the plan’s beneficiary created a plan at a time when they were not in possession of material non-public information. The ability to make this showing obviously was key in the outcome of the Tetraphase Pharmaceuticals case. In order to assist this showing, the memo’s authors suggest that “insiders should adopt (and amend or terminate) a 10b5-1 trading plan during an open trading window and when they are not otherwise aware of any material nonpublic information.”

  The authors also suggest that the best approach is for the plan to require a waiting period before the first execution of trades under the plan. The Rule itself does not require a waiting period, but the provision for a pause removes any suggestion that the plan was created by a desire to time the market or to trade based on awareness of impending developments at the company.

  Consistent with the problems that arose with Angelo Mozillo’s competing and conflicting trading plans, the authors also suggest that the existence of multiple plans “may undermine the notion that the insider entered into the 10b5-1 trading plan in good faith and while not in possession of material nonpublic information.” The authors suggest that as a general rule, executives should avoid adopting multiple, overlapping 10b5-1 trading plans.

  It ought to go without saying, but just the same it probably bears emphasizing that the use of the plan to try to rebut the inference of scienter will be substantially undermined by the existence of trades outside the plan. By the same token, by the Rule’s own terms, the Rule’s protections are not available when the insider has entered into a “corresponding or hedging transaction or position” with respect to the stock in the plan.

  There are other specific details of the trades permitted under the plan that can help support its defensive usefulness. For example, plans of a longer duration help mitigate the concern that the plans are merely covers for short-term trading objectives. The size of the sales permitted under the plan also can affect the way that trades under the plan are perceived. Sales of larger amounts of an insider’s stock, particularly early in the plan’s existence, may undermine its defensive usefulness.

  The authors also note that while the Rule itself does not require disclosure that executives’ trades in company shares were made pursuant to Rule 10b5-1 trading plans, “it is generally best … to disclose executives’ sales made pursuant to 10b5-1 trading plans.”

  In addition to the law firm memo’s authors’ suggestions, I add here a couple of suggestions of my own based on my review of the literature critical of Rule 10b5-1 trading as well as of the cases where courts have declined to find that the existence of a trading plan rebuts the inference of scienter.

  First, a plan is likelier to survive scrutiny if it simply specifies the number of shares to be purchased or sold and the dates or timing of the proposed transactions. Plans based on prices, formulas, or computer programs, and or that are conditioned on future stock price or future market conditions are much more likely to be scrutinized and much less likely to help rebut the inference of scienter.

  Second, in addition to publicizing that executives’ trades were made pursuant to trading plans, companies may want to go one step further and publicly disclose  details of the so that both the SEC and investors can verify that the executives are actually complying with their own proposed rules. Trades subject to this kind of scrutiny seem much less likely to be questioned later.

  Conclusion

Despite the concerns that occasionally have been raised about Rule 10b5-1 plans, and despite the evidence that the plans sometimes have been abused, the use of trading plans remains an important part of the toolkit to try to help corporate executives to trade in their company shares without incurring securities law liability. Indeed, as the recent Tetraphase Pharmaceutical ruling illustrates, a well-designed and well-executed plan can still provide substantial liability protection by allowing insiders to trade in their holdings of company stock.

  For D&O insurance underwriters, a company’s use of trading plans can be an important underwriting consideration. The fact that a company has trading plans in place can be interpreted to suggest that the company and its senior officials are being proactive in trying to mitigate their securities litigation exposure. However, the extent to which the existence of the plan can be interpreted as a positive underwriting factor could depend on the specific details of the plan.

  A straightforward plan created during a trading window, with a waiting period before trades can be executed, and a simple formula for the timing and size of the permitted trades, could be viewed as a substantial securities litigation loss prevention measure, and therefore as a positive factor from an underwriting perspective. However, a complicated plan with plan or the existence of multiple plans, or the existence of trades made outside of the plan, could be viewed as creating a heightened risk of securities law exposures, and therefore as representing a negative factor from an underwriting perspective. Underwriters will want to carefully consider the plan’s details and also consider whether the plan is carefully calculated to help boost the defense in the event of a securities claim.

The post Rule 10b5-1 and the Defense of Securities Fraud Claims appeared first on The D&O Diary.

Rule 10b5-1 and the Defense of Securities Fraud Claims published first on

[lawfultruth]

Rule 10b5-1 and the Defense of Securities Fraud Claims

Seventeen years ago this month, the SEC instituted Rule 10b5-1 to permit company insiders – who often hold a significant portion of their wealth in company stock – to sell their shares without incurring liability under the federal securities laws. The Rule permits insiders who have traded in company shares to rebut the inference of scienter by showing that the trades were pre-scheduled and not suspicious. Over time, questions have been raised about the ways that some company executives have tried to use the plans. As discussed in an August 10, 2017 memo by the Simpson Thacher law firm on the CLS Blue Sky Blog entitled “Combatting Securities Fraud with 10b5-1 Trading Plans” (here), “sales made under 10b5-1 plans can substantially assist a company in getting such a claim dismissed by helping to rebut the inference of scienter that normally results when plaintiffs present evidence of insider stock sales during the class period.”

  However, as discussed further below, while the plans can provide a substantial defensive boost, there are a number of steps companies should take in order to improve the likelihood that the existence of the plan will provide the intended protection.

  Using Rule 10b5-1 to Rebut the Inference of Scienter

To illustrate how the existence of a trading plan can aid the defense in a securities fraud class action lawsuit, the law firm memo refers to a recent decision in the District of Massachusetts in the Tetraphase pharmaceuticals case, where the court dismissed a securities suit after determining that all of the insider trades on which the plaintiffs sought to rely had been made pursuant to Rule 10b5-1 plans established before the supposed material nonpublic information on which the plaintiffs sought to rely had become known.

  Tetraphase Pharmaceuticals has been seeking to develop an antibiotic. The Phase I clinical trials for the new antibiotic were promising and the company’s share price rose. However, in September 2015, the company announced that its Phase II clinical trials had failed to meet its primary endpoint. Following the announcement, the company’s share price dropped 80%, representing a $1.3 billion market capitalization decline. Throughout the class period, the three individual defendants had made large trades in the company’s stock. As discussed here, in January 2016, plaintiffs filed a securities class action lawsuit in the District of Massachusetts against the company and the three defendants. The defendants filed a motion to dismiss.

  In his May 9, 2017 order (here), Judge Leo Sorokin granted the defendants’ motion to dismiss. In their complaint, the plaintiffs alleged that the defendants knew the antibiotic would fail long before the information was released to the public. In ruling on the defendants’ dismissal motion, Judge Sorokin first determined that the plaintiffs’ allegations were insufficient to support the allegation that the defendants were aware of the disappointing clinical trial results as early as the plaintiffs had tried to suggest.

  Judge Sorokin then turned to the plaintiffs’ allegations that the individual defendants’ sales of company stock supported an interference of scienter. Judge Sorokin determined that all of the trades on which the plaintiff sought to rely had been made pursuant to Rule 10b5-1 trading plans. Judge Sorokin found it particularly significant that all three plans had been established before the date on which even the plaintiffs tried to argue that the defendants possessed the results of the pivotal portion of the Phase II trial. In ruling that the existence of the Rule 10b5-1 plans rebuts the inference of scienter, Judge Sorokin noted that the mere existence of a plan is not enough to rebut the inference. He then examined the circumstances under which the individuals had created their plans. He noted that one of the defendant’s plans predated the class period, and the other defendants’ plans were created at a date prior to which it was reasonable to infer that the defendants had information about the clinical trial outcomes.

  Questions Surrounding Rule 10b5-1 Trading Plans

As Judge Sorokin’s ruling in the Tetraphase Pharmaceuticals case shows, Rule 10b5-1 trading plans can provide a substantial defense to securities fraud allegations. However, the mere existence of a trading plan is not alone sufficient; courts have made it clear that they will carefully scrutinize the plans and the circumstances under which they were created and the ways in which they were implemented to ensure that the plan’s existence does actually rebut the inference of scienter.

  Arguably the highest profile example of a case in which the existence of a Rule 10b5-1 trading plan faced substantial scrutiny is the 2009 enforcement action that the SEC brought against former Countrywide Financial Angelo Mozilo. A critical part of the agency’s allegations in that action was that Mozilo had manipulated multiple, overlapping Rule 10b5-1 trading plans to permit him to reap vast profits in trading his shares in company stock while he was aware of increasingly serious problem in the company’s mortgage portfolio. In October 2010, Mozilo agreed to settle the SEC’s enforcement action for a payment of $67.5 million dollars, including a $22.5 million penalty and a disgorgement of $45 million.

  Periodically since that time, questions have been raised about executives’ use of Rule 10b5-1 trading plans. For example,  A front page November 28, 2012 Wall Street Journal article entitled “Executives’ Good Luck in Trading Own Stock” (here), reports on the newspaper’s analysis of thousands of trades by corporate executives in their company’s stock. Among other things, the newspaper reports on numerous instances where executives, trading in company shares pursuant to Rule 10b5-1 plans, managed to extract trading profits just before bad news sent share prices down or to capture gains with purchases executed just before unexpected good news.

  The article catalogues a number of deficiencies of at least some plans that undermine the Rule’s goal of allowing insiders to trade in their company shares without creating the impression that the executives were trading because they knew something about the company that other investors did not.

  Among other plan features that can cause problems, the article shows, is the ability of executives to alter or cancel plans at their own discretion. The article notes that “there is very little in the system to prevent an executive who foresees good news about the company from canceling a scheduled share sale, or an executive who foresees bad news from canceling a scheduled share purchase.”

  In light of these kinds of concerns, there have been periodic calls for reforms to or revisions of the Rule, in order to reduce the possibility that insiders might manipulate these kinds of plans in order to try to mask or cover trades that otherwise might appear to be improper. For example, as discussed in in a June 2, 2016 post on the CLS Blue Sky Blog (here), Gothenburg University Professor Taylan Mavruk and  University of Michigan Business School Professor H. Nejat Seyhun conclude that “safe harbor plans are being abused to hide profitable trades made while in possession of material non-public information” and suggest a number of revisions to the Rule in order to “prevent further abuse.”

  Building an Effective Rule 10b5-1 Trading Plan

Because of the kinds of concerns with Rule 10b5-1 trading plans over time, courts have, the law firm memo’s authors note, “shown an increased willingness to thoroughly examine the legitimacy of Rule 10b5-1 trading plans.” The memo cites a number of examples of cases in which courts have rejected defendants arguments that the existence of the trading plans rebuts the inference of fraud.

  Just the same, the authors note, while courts have “been demonstrating a greater proclivity to scrutinize 10b5-1 trading plans, these plans remain an effective method of protecting executives and preventing and defending securities fraud claims.” The authors note that there are a number of “best practices” to consider to “help ensure the maximum effectiveness of Rule 10b5-1 trading plans.” Many of the specific steps the authors suggest are specifically intended to address the concerns noted above in the preceding section of this post, including measures designed to reduce questions surrounding the timing of the creation, modification, or termination of the plan.

  A critical element in the successful use of a Rule 10b5-1 trading plan is being able to show that the plan’s beneficiary created a plan at a time when they were not in possession of material non-public information. The ability to make this showing obviously was key in the outcome of the Tetraphase Pharmaceuticals case. In order to assist this showing, the memo’s authors suggest that “insiders should adopt (and amend or terminate) a 10b5-1 trading plan during an open trading window and when they are not otherwise aware of any material nonpublic information.”

  The authors also suggest that the best approach is for the plan to require a waiting period before the first execution of trades under the plan. The Rule itself does not require a waiting period, but the provision for a pause removes any suggestion that the plan was created by a desire to time the market or to trade based on awareness of impending developments at the company.

  Consistent with the problems that arose with Angelo Mozillo’s competing and conflicting trading plans, the authors also suggest that the existence of multiple plans “may undermine the notion that the insider entered into the 10b5-1 trading plan in good faith and while not in possession of material nonpublic information.” The authors suggest that as a general rule, executives should avoid adopting multiple, overlapping 10b5-1 trading plans.

  It ought to go without saying, but just the same it probably bears emphasizing that the use of the plan to try to rebut the inference of scienter will be substantially undermined by the existence of trades outside the plan. By the same token, by the Rule’s own terms, the Rule’s protections are not available when the insider has entered into a “corresponding or hedging transaction or position” with respect to the stock in the plan.

  There are other specific details of the trades permitted under the plan that can help support its defensive usefulness. For example, plans of a longer duration help mitigate the concern that the plans are merely covers for short-term trading objectives. The size of the sales permitted under the plan also can affect the way that trades under the plan are perceived. Sales of larger amounts of an insider’s stock, particularly early in the plan’s existence, may undermine its defensive usefulness.

  The authors also note that while the Rule itself does not require disclosure that executives’ trades in company shares were made pursuant to Rule 10b5-1 trading plans, “it is generally best … to disclose executives’ sales made pursuant to 10b5-1 trading plans.”

  In addition to the law firm memo’s authors’ suggestions, I add here a couple of suggestions of my own based on my review of the literature critical of Rule 10b5-1 trading as well as of the cases where courts have declined to find that the existence of a trading plan rebuts the inference of scienter.

  First, a plan is likelier to survive scrutiny if it simply specifies the number of shares to be purchased or sold and the dates or timing of the proposed transactions. Plans based on prices, formulas, or computer programs, and or that are conditioned on future stock price or future market conditions are much more likely to be scrutinized and much less likely to help rebut the inference of scienter.

  Second, in addition to publicizing that executives’ trades were made pursuant to trading plans, companies may want to go one step further and publicly disclose  details of the so that both the SEC and investors can verify that the executives are actually complying with their own proposed rules. Trades subject to this kind of scrutiny seem much less likely to be questioned later.

  Conclusion

Despite the concerns that occasionally have been raised about Rule 10b5-1 plans, and despite the evidence that the plans sometimes have been abused, the use of trading plans remains an important part of the toolkit to try to help corporate executives to trade in their company shares without incurring securities law liability. Indeed, as the recent Tetraphase Pharmaceutical ruling illustrates, a well-designed and well-executed plan can still provide substantial liability protection by allowing insiders to trade in their holdings of company stock.

  For D&O insurance underwriters, a company’s use of trading plans can be an important underwriting consideration. The fact that a company has trading plans in place can be interpreted to suggest that the company and its senior officials are being proactive in trying to mitigate their securities litigation exposure. However, the extent to which the existence of the plan can be interpreted as a positive underwriting factor could depend on the specific details of the plan.

  A straightforward plan created during a trading window, with a waiting period before trades can be executed, and a simple formula for the timing and size of the permitted trades, could be viewed as a substantial securities litigation loss prevention measure, and therefore as a positive factor from an underwriting perspective. However, a complicated plan with plan or the existence of multiple plans, or the existence of trades made outside of the plan, could be viewed as creating a heightened risk of securities law exposures, and therefore as representing a negative factor from an underwriting perspective. Underwriters will want to carefully consider the plan’s details and also consider whether the plan is carefully calculated to help boost the defense in the event of a securities claim.

The post Rule 10b5-1 and the Defense of Securities Fraud Claims appeared first on The D&O Diary.

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