Rest in Peace, O Father of Mine!

Inna lillahi wa inna Ilayhi raji'un....
To God we belong, and to Him shall we return....

Ya Allah, please take fullest care & kept in Thy Most Pleasant Side
The peaceful soul of a man I already considered as father of mine.
I felt deepest regret along with everlasting debt I can never confide
Of the tough problem between me & her daughter we failed to define.

Embarrassed I will always be as of this very moment I have just heard
The news of the man that had been waiting for a pathetic son in vain.
I am here in confusion resembling a little lamb in the middle of the herd.
Should I redeem this unforgiven sin or should I be forever drown in pain?

Salomon vs A Salomon & Co Ltd

Salomon vs A Salomon & Co Ltd [1897] AC 22 is one of the most famous corporate case in history. The case highlighted the very basic principle of the separation of a company from its shareholders and directors.

Background

Aron Salomon was a boot maker and had run the successful business for 30 years as a sole trader. In a point of time, he decided to give five of his sons the shares of the business. To make it official, he turned the business into a company under the English Companies Act. The total shares were 20,007 worth £1 each. Instead of issuing them to the public, Salomon took 20,001 of the shares and gave the rest to his wife and sons, each of them received a share. Salomon and his two eldest sons were then appointed as directors of the company.

The total worth of the company was £39,000, consisting of shares worth £20,000 and debentures worth £10,000 which were issued to Salomon; £1,000 cash and £8,000 unsecured debts. The court noted that the value was excessively overestimated.

Financial Difficulty and Liquidation

After a while, the company was teetering as a result of strikes in the industry. Salomon injected more funds, which were apparently not sufficient to put it in stability. He then borrowed £5,000 from Edmund Broderip by reissuing the debentures in Broderip’s name.

The injection of funds was proven insufficient, and the business deteriorated further. Broderip appointed a receiver to realise his security, and when the company default, the liquidator was appointed.

The liquidator found that the company’s assets were worth only £6,000. £5,000 was used to repay Broderip’s claim, and the remaining £1,000 went into Salomon’s account as a beneficial owner of the debentures. If these were granted, there would have been nothing left to repay £8,000 to the unsecured creditors.

The liquidator counterclaimed Broderip’s claim by stating that the debentures were invalid. The liquidator also stated that the formation of the company was a fraud by deceiving the unsecured creditors with the excessive price of the business.

Hearing and Decision

The House of Lords unanimously decided in Salomon’s favour. It was in accordance with Companies Act 1862 (UK) that a trader has limited liability and obtains priority as a debenture-holder over other creditors. A person may sell his business to a limited liability company of which he/she is the only shareholders and directors. It followed that the company was a separate legal entity distinct from its shareholders and directors. Also, the company could be a secured debtor of its shareholders, thereby enabling them to rank ahead of its unsecured creditors.

The House of Lords also stated that the fact that Salomon owned 20,001 of the total 20,007 made no difference. A separate entity is created following the incorporation, even if all the company’s shares are owned by a single person.

Source:

- Wikipedia, www.wikipedia.com;

- Additional Reading of Companies and Securities Law, Faculty of Business, University of Technology, Sydney.

The Assassination of Barack Obama

Last Monday morning, July 4^th 2011, a rumor was spread that Barack Obama was dead from assassination. This rumor was apparently wrong. The fact was, a group of hackers broke into Fox News’ Twitter account and then posted a couple of tweets explaining the assassination of the president.

The first tweet was "@BarackObama has just passed. The president is dead. A sad 4th of July, indeed. President Barack Obama is dead." Further tweet described that Obama was shot twice while campaigning at a restaurant in Iowa.

A moment before the false tweets, the hackers proclaimed their access into the account, “Just regained full access to our Twitter and email. Happy 4th.”

During the account takeover, Obama was actually in Washington, planning to celebrate the US Independence Day with his family that night.

Source: ABC News, Yahoo!

Best Laptop Brands in 2011

Recently, I've been looking for new laptop to replace my old one. However, I am still confused on which brand I can count on. Also, it should suit my needs and, of course, budget. Thus, I've been searching for the best brand out there. My searching led me to Laptopmag website, which rated 10 best laptop brands annually.

Here's the ratings for 2011:

Source: Best & Worst Laptop Brands 2011: Overall Verdict, Laptopmag

Now, what I do is putting another criterion into the table -- i.e. Price Range -- and adjust the weights of Laptopmag's predetermined criteria. Here's my version:

Based on this ratings (which shows no top-three difference in comparison with Laptopmag's), Apple, Lenovo and Hewlett-Packard are the brands that I think would generate the most value-for-money.

Well, whatcha think? Do you have your own rating scheme?

The Mavs finally extinguished the Heat

It’s amazing! Incredible game! The Mavericks finally won their first ring ever! I still can’t fully believe that they successfully overcome the Heat, which was expected to be the next NBA champion, thanks to the successfully assembled three all-stars in the team. The Mavs, who had become an underdog in the Finals series, had been staggering ever since the first game in Miami. However, they decided to overwhelm the fear, and started to formulate a more solid strategy, which could be observed in Game 2, also in Miami. Left behind by 15 points with 6:19 on the clock seemed doesn’t enough to blunt their spirit of champion. They kept trailing the Heat point by point, tirelessly searching for gaps in Heat’s so-called impenetrable defense – that Nowitzki called "almost suffocating” – until they finally took ‘em down with 95-93 as the final score, thanks to Dirk Nowitzki’s last minutes lay-up. Unluckily for Heat, Dwyane Wade’s three right before the buzzer couldn’t make up to the two-point deficit.

Then the series were tied at 1-1, the Mavs brought the series home smiling, imagining they could make three straight wins to make sure that they could receive the trophy at home, and thus celebrated at home as well. As though the Heat proclaimed “not so fast!”, they went to Dallas, played the game, and hey presto! They took down the Mavs with a tight score 88-86, lead the series by 2-1, and erased those smiles out of their opponent faces. This was a terribly bad news for the Mavs. History stated that when the final series were tied 1-1, the next winner would win the trophy. This had been proven 11 times out of 11 tied final series. If this would always hold true, the Heat would be expected to win this final series. But the Mavs seemed doesn’t want to lay back and surrender to the history. So they fought back, won three straight games – including one last time in Miami – and grab that sacred Final award!

Personal Opinion

I’m actually a Lakers fan, especially Kobe Bryant the Black Mamba, and how it broke my heart knowing that the Mavs took down the Lakers with four straight victories in the second round. I had no idea what happened, I couldn’t watch the games that time. Even so, I was so optimistic the Lakers could take down the Mavs. But it’s just OK. I know the limit of liking something, and I won’t weep for it.

Even the Mavs eliminated my favorite team, I supported them in the final series for some reasons. First, they haven’t win any final award ever, and it seems a good time to bring the dream into reality, especially for great veterans as Dirk Nowitzki and Jason Kidd. Second, I don’t hate Heat, but I am a big LeBron James hater! I hate him more than arrogant Ron Artest. He is so cocky and cannot accept defeat when he has to. Well, I like Wade. His speed, his side-step driving, his superb defense and his calm personality are his great features, but I had to doubt his decision in convincing James to be his teammate. That’s not very smart, I think! Losing another NBA ring is one of the evidences.

With its famous big three (Dwyane Wade, LeBron James and Chris Bosh), the Heat had failed to overcome the Mavs’ big one (Dirk Nowitzki) superiority. Well, Nowitzki was dull in the first half of the sixth game, just made 1 out of 11 shots, perhaps caused by his torn middle finger. But, in the end, his overall final performance made him the final MVP. A couple things were in effect there, including the Mavs’ solid teamwork and offense. I would say Jason Terry was the top performer in the sixth game. He made a lot of contribution through big shots, scoring 27 points in the game, with 3 out of 7 made from the down town, a.k.a three point shots. He was just red hot in there! Also, another player who wasn’t less than him, J.J. Barea. The five-feet-and-seven-inches guard just surprised me to the bone. I dare to say, he was the quickest n’ slickest player on the floor, confidently driving down the Heat’s superb defense and… hey, he shot a lotta threes as well!

Defensively, the Mavs also showed solid organization. They forced a total of 17 turnovers in the sixth game. Unluckily for the Heat, turnovers and free-throws were the important contributors to their loss. Four minutes on the clock seemed make them play emotionally in rush, desperately made vain shots just to damage the field-goal percentage.

As the game was over, Nowitzki strode down the corridor. Face down, but definitely overwhelmed by enormous emotions that he finally paid back what the Heat had once stolen from him in 2006 final: the NBA ring.

At last.