Why Trust Is A Bond That Brings Humans - 1169 Words

Hard to gain; easily lost. Trust is earned, not given. Trust is a bond that brings humans as closely as love does. Trust could be a feeling, or a cause and effect type of thing. Of course, one cannot say that trust is infinite. Because trust can be gained and lost, and is seen in the actions of us humans as we live our lives. Some perceive trust as being put it in things such as, God, science, doctors, parents, or even water treatment plant operators. Other people look at trust only within in a relationship perspective, such as, being there for your mate. For example, trusting, supporting and showing genuine care for one another. Trust would also be demonstrated through consistency in his/her actions. For example, showing up for dates agreed-upon time. Keeping private information just between the two of you and always respecting boundaries. If you only look at trust from these ways you limit trust. Trust covers nearly every aspect of our lives and displays who you are as individuals. Trust should be earned not given, and some of the traits of trust are authenticity, experience, confidence, honesty, and integrity. Authenticity is a trait of trust. Being authentically trustworthy requires that you be honest in all your dealings -- big and small. For example, a big way of being authentic in all your dealings is let’s say that you’re married to your wife/husband and he/she is going to alcohol for relief from stress. You know going to alcohol isn’t beneficial for them, so theShow MoreRelatedA Good Relationship With My Father892 Words   |  4 Pagesin order to have a good relationship with another human you have to live in the same house as they do or even in the same state or country, but the farther you are the more difficult it will be to obtain an ideal relationship or connection with that person. A good relationship can be defined in multiple ways and each person has their own take on it. I believe that to truly have a good, grounded, relationship with someone you need to be able to trust that person, enjoy their company, and accept theRead MoreOthello, By William Shakes peare1134 Words   |  5 Pagesbackground instills in him trust and loyalty, which in the beginning are traits that deem him a good and honest man. Yet it is exactly these traits that in turn become part of the reason for his downfall. The military lifestyle is all about discipline, accountability and structure and I believe that it was the only thing Othello knew. Being a general in the army came with a lot of responsibilities and leadership qualities, which he had such as compassion, honor, loyalty and trust. These qualities and traitsRead MoreMy Best Friend: A True Friendship869 Words   |  4 Pagesimportant things you can get out of life. It’s something that everyone has to have because without it we would all go insane. Just think if no one talked to each other and we never made friends, this world would be a ticking time bomb. Studies say human need friendships and love to survive. So friendship is a big part of your life. There is no real definition of friendship, because there’s no one way you can define it. Friendships can mean many different things, depending on the person. FriendshipRead MoreAristotle s Nicomachean Ethics : Friendship1744 Words   |  7 Pageswith different people. Aristotle’s Nicomachean Ethics, brings up what the best kind of friendship is. A long-lasting friendship is the best kind (Aristotle 221). This is an important concept when it comes living a good and ethical life. It is not only important to know why some friendships do not last long, but it may also help a person figure out if the friendship they have with someone else is the best kind. This friendship could be a bond that only lasts as long as they are alike in the termsRead MoreThe Bonding Through Instrumental Music875 Words   |  4 Pages1484 B.C. (Suttie 1). Why would one need an instrument when they should focus on survival? Some say it aided in scaring away animals or attracting the opposite gen der (Hullinger 1). Jessica Hullinger (2015) says she believes humans formed music to bring communities together (1). Symphonies, orchestras, and bands bond people together today by allowing them to do something creative as a group, to come together to relate over a common interest, and to develop the emotions humans feel towards one anotherRead MoreDo High Levels of Trust Between Workers and Management Lead to Better Performance?1264 Words   |  6 PagesDo high levels of trust between workers and management lead to better performance? There is a direct link between a high or low level of trust between the workers and management within a corporation and the productivity growth. Corporation must be willing and prepared to make small but regular investments that are required, and there will be a high substantial return, both in material and a healthy labour management climate. There are mainly three concepts that describe the working climate withinRead MoreBond Between Humans and Animals Throughout History Essay752 Words   |  4 Pagesbeen an integral part human culture. Up until the mid-nineteenth century, humans got around by horse and carriage. Animals have always been essential to human survival; man has always used animals for resources. Given the time spent together, animals and humans have developed bonds and relationships. Today, there are millions of domesticated animals. These animals become a part of each family their taken care by. People have come to love their pets like family. The bonds and relatio nships thatRead MoreThe Power Of Love By Sue Johnson1457 Words   |  6 Pages The bonds people form as infants from the time that person grows old, are important to their way of life (Johnson, 2016, p.10). The decrease of heart risk, the reduced stress, and the longevity of life are all aspects that come from a successful relationship with strong confident bonds (Johnson, 2016, p.13).The same can be said though for people with orientated and problematic relationships with harmful side effects like decreased life, excessive amounts of cortisol, and uncontrollableRead MoreThe Secrets Of India With Her New Identity And As A Better Matured Person Essay1348 Words   |  6 Pageshadn’t changed things between---†(274) Rajat was in suspicious state, he don’t know to think about anything right now so he goes with Maman’s decision, â€Å"Maman is right. If you didn’t intend to deceive us, you must have evidence of that. And if you do, why should you mind being asked to share it?†(274) Korobi feels broken after hearing this from Rajat, she understood that even Rajat has no faith in her but she didn’t respond anything, she just pulled her engagement ring as a symbol of break off and setRead MoreEssay about John Locke ´s Flawless Government860 Words   |  4 PagesAs human beings we are constantly at war with each other, because we believe we are all right. This common misconception leads to a war of all against all, and creates pandemonium. As a result, we create governments to maintain control. Obviously there is no such thing as a perfect government, and there will never be a perfect government. However, there are some methods of governing that come extremely clo se to achieving an ideal government. John Locke offers a way of governing, which I believe comes

Strategy Marketing Report on KN’s Free Essays

KN’s, a founding pillar and beacon for Pakistan’s Poultry Industry started in 1964 with a single minded objective of providing better nutrition for health and happiness of the nation. Building on years of poultry expertise and commitment to food-safety, KN’s integrated all poultry production activities under one umbrella to bring you safe and healthy chicken by managing and controlling all stages of production. Products. We will write a custom essay sample on Strategy Marketing Report on KN’s or any similar topic only for you Order Now KN’s markets layer and broiler hatching-eggs, layer and broiler, day-old chicks, poultry feed, processed chicken and ready-to-cook fully cooked food. I selected only the ready to cook category of KN’s which include Nuggets, Croquettes, Chicken Tempura, Burger Patties, Kofta, Combo wings, Fun nuggets, Hot Tenders, Chapli Kabab, Harey Bharey Nuggets and Tender Pops. Distribution Products are stored at -21?C to maintain freshness. Packed products are moved into KN’s sanitized refrigerated trucks for distribution to ensure uncompromising quality control. KN’s chicken products are available at KN’s Chicken Stores and leading retailers and also delivered to quality and food-safety conscious institutions such as hotels, restaurants, airlines, clubs and international restaurant chains. Market share Market share of KN’s is almost 70% (on average) in ready to cook food category. At Hyper Star almost 80% people buy KN’s products. At CSD almost 60% people buy KN’s products and at Macro almost 75% people buy this brand. This is the highest market share and at this time it is the leading brand in this category. Where the brand stands? The brand is growing rapidly day by day due to the customer satisfaction and the product is according to the customer’s requirement as well as they are targeting different segments of the markets like children and the vegetarians. Positive points of its product From the customer view point KN’s is providing healthy food. It is easy to cook especially it facilitates the working women because they don’t have much time to make all those things in home. They are targeting the children as well through fun nuggets so women are using for their children lunch. This brand provides the hygienic food to its customer that build trust in the customer. Moreover the taste of KN’s food is superior then others. These attributes are increasing its’ market share and this brand is growing. Competitors Competitors of KN’s are Menu and Mano salwa. Both of these brands couldn’t make its brand image as strong as KN’s has. Secondly they are not providing that level of customer satisfaction that KN’s is providing. Target market The company is targeting different age groups as well as different income groups. Their prices are normal so even a middle class person can afford it. They are targeting elite upper middle and middle class. On the age basis, they are targeting children as well as the young people. Conclusion KN’s is a largest selling brand in ready to cook food category. They are focusing more and more on the fully cooked products for the ease of customers with the special focus on the hygiene factor. It is the brand that provide value product to its customer. There market starts with the customers and end with the customer. This is the main reason for their market share and market growth How to cite Strategy Marketing Report on KN’s, Papers

Online Quiz free essay sample

Some people either defer to others or fail to take a position on a controversial issue because they are unable to evaluate conflicting views. Answer TRUE It is also the case that some people do take a position on a controversial issue when they are unable to evaluate conflicting views simply because they are too mentally lazy to do the work of analyzing the Issue and they are too conceited to believe that their snap decision can be wrong. Question 4 When is an opinion reasonable? When it has logical support You can think of an opinion as a conclusion.A conclusion needs reasons to support it. If the reasons used to support an opinion are not all true, and if they are not assembled in a valid structure, then the opinion (even if it turns out to be correct! ) is not reasonable. Question 5 O out of 1 points Although some peoples lives are controlled by the circumstances they happen to find themselves in, the lives of the majority of people are controlled by their own choices. We will write a custom essay sample on Online Quiz or any similar topic specifically for you Do Not WasteYour Time HIRE WRITER Only 13.90 / page Answer For evidence that this is so, ask the opinion of people who have lived a long time.Question 6 Thomas Jefferson wrote that the most important characteristic the citizens of our nation should have is the art of reasoning. Answer If we are to govern ourselves we need first and foremost to be able to reason critically. Question 7 Why did the Zen master Suzuki believe that we must have a beginners mind? Answer The innocence of first inquiry springs from a mind ready for anything and open to everything. The beginner is free of the habits and expectations of the expert.When you do not think you know, you are open and ready to accept or doubt all the possibilities. The latest breakthroughs in neurophysiology support this. Question 8 Resistance, defined as the use of immature defense mechanisms that are GUID, impulsive, maladaptive, and non-analytical can act as a barrier to critical thinking. Answer When resistance is habitual it interferes with cognitive development. The development of critical thinking skills is stymied. Question 9 Some people think that the cognitive developmental stage known as relativism, biz. Hen students stop thinking in black and white ways and swing to the other extreme of thinking there are no right and wrong answers at all, is really not a genuine philosophical position at all, but rather a means of avoiding having ones ideas challenged. Answer Professor Steven Starts takes this view. Question 10 There is a strong correlation between self-esteem and good critical thinking skills. Answer Healthy self-esteem emerges from effectiveness in problem solving and success in achieving ones life goals.It is also true that beginning with healthy self-esteem sets the stage for success. Thursday, September 19, 2013 8:01 :42 PM EDT Chapter 4 Which of the following is true of expert testimony? An expert with a good reputation is generally more reliable. Correct Answer: An expert with a good reputation is generally more reliable. Answer Feedback: Expert testimony is generally reliable, and so is an important source of evidence. However, experts do Often disagree and are not always reliable.Many criteria can be used to gauge the reliability of an expert, including the kind of reputation the expert has among other experts in the field. Other criteria include the experts level of experience and education and the experts number and type of accomplishments such as authoring important research papers. A rationalist believes that all knowledge comes from reason alone. Answer Correct Answer: A rationalist maintains that most knowledge comes from reason alone, but even the rationalist can maintain that some knowledge comes through observation and experience.Which of the following is true of evidence and experience? None of these are correct answers. An experience can be evidence if other evidence does not contradict it. Experience plays an important role in critical thought. It is a major source of evidence, but it is not always credible. Illusions are a good example of a misleading type of experience. If contrary evidence is available, then experience may not provide credible evidence. On the other hand, if there is no contrary evidence, then experience does provide credible evidence.If a claim conflicts with our experience, then we have a good reason to be suspicious of that experience. Answer Experience is an important source of evidence. So if experience contradicts some claim, then we have some reason to doubt that claim. Experience, however, is not infallible. If there is evidence that runs contrary to an experience, then we have reason to doubt the reliability of that experience. O out Of 1 points Emmanuel Kant argued for which of the following claims? We can have unmediated knowledge of how the world is, independently of our ways of experiencing it.

Picture Of Memories Essays - Chairs, Ergonomics, Recliner, Smile

Picture Of Memories Picture of Memories Everyone has that certain picture hanging on the wall that brings back memories. The picture on my wall that brings the most memories is of my great grandmother. The picture is of my grandmother Lois who is 92 on Christmas day, in her favorite recliner. In the picturing she shows no sign of her age, the recliner that she loves, and her friendly smile which spreads joy throughout the family. My grandmother is 92 years old and still in really good physical condition. In this picture her face looks as smooth as silk like there is no wrinkles. Her white hair never looked whiter as she sits resting in her chair. When I look at the picture Stars glistening in the night sky is what first comes to mind when I see my grandmas blue eyes sparkling. It makes her look nothing like her age. The Picture also shows my grandmas favorite recliner. The recliner was bought by all of the family as a gift. It a big soft lazy-boy. When you sit in this chair you just instantly become comfortable and feel like falling asleep. The big plush cushions make it really soft and relaxing. When you sit in it you feel like your sitting in a dove filled bed. My grandma says it helps her back and just gives her somewhere to sit comfortably. She says its the best gift she has every received and will cherish it always. Finally in the picture my grandmother is showing her warming smile. She has always had the sweetest smile, which would make you feel all warm inside. It was one of those things you could depend on; was that when you saw my grandmas smile you would cheer up no matter how bad of a day you were having. However if you did something wrong her smile would turn to a stern face and you knew she was serious. But my grandmother was mostly smiling and that made the family happy because we know shes in good spirits then. They say pictures are worth a thousand words and its the truth. Pictures capture memories that will last you a lifetime. Without pictures people couldnt look back on moments like I get to when I look at the picture of my grandmother on the wall. Everyone in life should take pictures and save them to look at forever, because you never know when you might get that Kodak moment again. Creative Writing

buy custom Multiculturalism and Crisis Intervention essay

buy custom Multiculturalism and Crisis Intervention essay This type of counseling is more of collaborative counseling approach. Although it is believed that it is good for a counselor to have background information about the group being counseled, this is not the case as sometimes it is not necessary at all. The point is that a problem which the patient has is related to the culture where one comes from might be general. When the subject of multicultural competence comes in, the counselor is forced to be biased. The implementation of therapist knowledge is solemnly dependent on the condition of the patients but not the culture they come from. Counselors should be highly qualified and able to exercise institutional intervention skills on behalf of the members hence applying counselling approaches through assisting participants in identification of whether the problem stems from bias or racial prejudice. Counselors interact with the members in the language preferred by them and in case this is not possible refer to a person speaking the langu age of the patient. For crisis to be solved, the parties involved must meet and have strategies on how to end the crisis. Solving a problem that engages a group of persons is not solving an individual crisis because the situation leads to aftermath that affects other group members. This issue has led to use of Eco systemic crisis solving model that encompasses the whole region or at least a community. The group intervened should be neutral in order not to favor any side. Mostly, it includes the leader who ommunicates the benefits of conscientious approach of resolving the issue to the affected group. These circumstances help to meet the guide to influence victims on the importance of reaching to a consensus; they should talk of the positive impacts towards the victim concerned. The group mates should try to bring the situation back to how it was before the crisis. Consensus between the parties is the engine, which sustains power and decisions to be identified and addressed to the victims of the crisis. The leader-effecting consensus ought to know how to handle the matter concerning the affected society that will promote coexistence between the ethnic groups. Basing ones arguments on multicultural view, multicultural counseling in relation to racial ethnicity is focused on inferiority model or what may be termed as pathological framework. This model views the minorities or the blacks to be lower than the majority or the whites on the evolutionary scale, thus proved to be more pathology that is inherent. Multicultural standpoint also assumes the blacks, ethnic minority and other racial group to be deficient in desirable genes. As a result, such difference between minority and whites reflects genetic and biological inferiority. It follows that culture is blamed instead of blaming gene that is not common to everybody. Apart from that, deficit notion of cultural component is meaningless due to that everybody in the society inherits the culture. The proponent of multicultural view means that ethnic and racial mminority does not have the proper culture. Hence, ethnic and racial features have shown that minorities are inherently pathological. Only people from a certain culture are tied up by beliefs as well as the benefits of the culture. Socially constructed group means some differences exist in other groups; such differences become important for peoples worth in society. In many cases, different groups gain privileges as compared to others based on the distinguishing of individuals on the ethnic or racial grounds. The distinction concerning ethnic or racial difference may occur for some reasons. However, the main stimulators are usually political, economic and social powers determining who should join the group. The construction of ethnic and racial hierarchies to some groups depends on competition for better resources or the drive for advance privilege. These hierarchical classifications are utilizing to develop and establish dominance or hegemony of the group over others. The interactions of a culture play nearly insignificant role in crisis resolution. The research has shown that crisis is unique because ecological determinant of individual is unique; therefore, it plays minor role in solving crisis issues. The consideration of developmental factors maintains provision of the context by the environmental factors, which include community resources and interpersonal relationship. This obstacle makes it even more complex, therefore, leading to difficulties in the resolution. Buy custom Multiculturalism and Crisis Intervention essay

Adolf Hitler Appointed Chancellor of Germany

Adolf Hitler Appointed Chancellor of Germany On January 30, 1933, Adolf Hitler was appointed as the chancellor of Germany by President Paul Von Hindenburg. Hindenburg made the appointment in an effort to keep Hitler and the Nazi Party â€Å"in check;† however, the decision would have disastrous results for Germany and the entire European continent. In the year and seven months that followed, Hitler was able to exploit the death of Hindenburg and combine the positions of chancellor and president into the position of Fà ¼hrer, the supreme leader of Germany. Structure of the German Government At the end of World War I, the existing German government under Kaiser Wilhelm II collapsed. In its place, Germany’s first experiment with democracy, known as the Weimar Republic, commenced. One of the new government’s first actions was to sign the controversial Treaty of Versailles which placed blame for WWI solely upon Germany. The new democracy was primarily composed of the following: The president, who was elected every seven years and vested with immense powers;The Reichstag, the German parliament, which consisted of members elected every four years and based on proportional representation- the number of seats was based on the number of votes received by each party; andThe chancellor, who was appointed by the president to oversee the Reichstag, and usually a member of the majority party in the Reichstag. Although this system put more power in the hands of the people than ever before, it was relatively unstable and would ultimately lead to the rise of one of the worst dictators in modern history. Hitler’s Return to Government After his imprisonment for his failed 1923 coup known as the Beer Hall Putsch, Hitler was outwardly reluctant to return as the leader of the Nazi Party; however, it did not take long for party followers to convince Hitler that they needed his leadership once again. With Hitler as leader, the Nazi Party gained over 100 seats in the Reichstag by 1930 and was viewed as a significant party within the German government. Much of this success can be attributed to the party’s propaganda leader, Joseph Goebbels. The Presidential Election of 1932 In the spring of 1932, Hitler ran against incumbent and WWI hero Paul von Hindenburg. The initial presidential election on March 13, 1932, was an impressive showing for the Nazi Party with Hitler receiving 30% of the vote. Hindenburg won 49% of the vote and was the leading candidate; however, he did not receive the absolute majority needed to be awarded the presidency. A run-off election was set for April 10. Hitler gained over two million votes in the run-off or approximately 36% of the total votes. Hindenburg only gained one million votes on his previous count but it was enough to give him 53% of the total electorate- enough for him to be elected to another term as president of the struggling republic. The Nazis and the Reichstag Although Hitler lost the election, the election results showed that the Nazi Party had grown both powerful and popular. In June, Hindenburg used his presidential power to dissolve the Reichstag and appointed Franz von Papen as the new chancellor. As a result, a new election had to be held for the members of the Reichstag. In this July 1932 election, the popularity of the Nazi Party would be further affirmed with their massive gain of an additional 123 seats, making them the largest party in the Reichstag. The following month, Papen offered his former supporter, Hitler, the position of Vice Chancellor. By this point, Hitler realized that he could not manipulate Papen and refused to accept the position. Instead, he worked to make Papen’s job difficult and aimed to enact a vote of no confidence. Papen orchestrated another dissolution of the Reichstag before this could occur. In the next Reichstag election, the Nazis lost 34 seats. Despite this loss, the Nazis remained powerful. Papen, who was struggling to create a working coalition within the parliament, was unable to do so without including the Nazis. With no coalition, Papen was forced to resign his position of chancellor in November of 1932. Hitler saw this as another opportunity to promote himself into the position of chancellor; however, Hindenburg instead appointed Kurt von Schleicher. Papen was dismayed by this choice as he had attempted in the interim to convince Hindenburg to reinstate him as chancellor and allow him to rule by emergency decree. A Winter of Deceit Over the course of the next two months, there was much political intrigue and backroom negotiations that occurred within the German government. A wounded Papen learned of Schleicher’s plan to split the Nazi Party and alerted Hitler. Hitler continued to cultivate the support he was gaining from bankers and industrialists throughout Germany and these groups increased their pressure on Hindenburg to appoint Hitler as chancellor. Papen worked behind the scenes against Schleicher, who soon found him out. Schleicher, upon discovering Papen’s deceit, went to Hindenburg to request the President order Papen to cease his activities. Hindenburg did the exact opposite and encouraged Papen to continue his discussions with Hitler, as long as Papen agreed to keep the talks a secret from Schleicher. A series of meetings between Hitler, Papen, and important German officials were held during the month of January. Schleicher began to realize that he was in a tenuous position and twice asked Hindenburg to dissolve the Reichstag and place the country under emergency decree. Both times, Hindenburg refused and on the second instance, Schleicher resigned. Hitler Is Appointed Chancellor On January 29th, a rumor began to circulate that Schleicher was planning to overthrow Hindenburg. An exhausted Hindenburg decided that the only way to eliminate the threat by Schleicher and to end the instability within the government was to appoint Hitler as chancellor. As part of the appointment negotiations, Hindenburg guaranteed Hitler that four important cabinet posts could be given to Nazis. As a sign of his gratitude and to offer the reassurance of his professed good faith to Hindenburg, Hitler agreed to appoint Papen to one of the posts. Despite Hindenburg’s misgivings, Hitler was officially appointed as chancellor and sworn in at noon on January 30, 1933. Papen was named as his vice-chancellor, a nomination Hindenburg decided to insist upon to relieve some of his own hesitation with Hitler’s appointment. Longtime Nazi Party member Hermann Gà ¶ring was appointed in the dual roles of Minister of the Interior of Prussia and Minister Without Portfolio. Another Nazi, Wilhelm Frick, was named Minister of the Interior. The End of the Republic Although Hitler would not become the Fà ¼hrer until Hindenburg’s death on August 2, 1934, the downfall of the German republic had officially begun. Over the course of the next 19 months, a variety of events would drastically increase Hitler’s power over the German government and the German military. It would only be a matter of time before Adolf Hitler attempted to assert his power over the entire continent of Europe. Sources and Further Reading Hett, Benjamin Carter. The Death of Democracy: Hitlers Rise to Power and the Downfall of the Weimar Republic. New York: Henry Holt, 2018.  Jones, Larry Eugene. Hitler versus Hindenburg: The 1932 Presidential Elections and the End of the Weimar Republic. Cambridge: University of Cambridge Press, 2016.  McDonough, Frank. Hitler and the Rise of the Nazi Party. London: Routledge, 2012.  Von Schlabrendorff, Fabian. The Secret War Against Hitler. New York, Routledge, 1994.

Issues in Premarital Counseling Term Paper Example | Topics and Well Written Essays - 1000 words

Issues in Premarital Counseling - Term Paper Example This paper describes issues off human sexuality that the couple needs to discuss, a theoretical perspective to the issue, risk factors pertaining to health that might present from the scenario, and cultural competence issues. According to Crooks and Baur (2011), sexual arousal and orgasm are some of the important aspects of human sexuality that the couple needs to discuss. Through sexual practices, an individual is stimulated and psychosomatic adjustments and transformations take place. These transformations are well-defined while others occur slightly and are delicate. People engage themselves in sexual activities with the main aim of attaining orgasm. It is important for the couple to consider the fact that human sexuality involves certain behaviors and doings that is meant for stimulating the partner’s curiosity. Steve and Nadia have to discuss and comprehend the importance of implementing plans of actions as well as behavior particularly associations that stimulates curios ity. For instance, flirting, kissing, and stroking before sexual intercourse. Available sources posit that emotional factors concerns deep and passionate sentiments and feelings associated with sexual activity as well as attachments. There are biological aspects of human sexuality that the couple is ought to discuss. ... In some in some case, medical conditions such as testicular impairment may lead to loss of sexual curiosity and inability of the man to produce sperms. Biological, sexual activity is considered to involve the brain. Mental sanity and ensuring that your partner is happy will lead to a better sexual experience. These are some of the issues for consideration. Women on the other hand may experience low sexual curiosity or interest during menstruation. Elevated levels of hormones that elevate sexual curiosity levels may be present during ovulation period. Other biological aspects the couple should discuss include the issues of contraceptives, pregnancy, and breastfeeding. All these have an effect on human sexuality Michael, Steven, Yvonne & Gladue, 1994). Theoretical perspective Other than procreation and pleasure, sexual activity is a key factor in companionship. In getting engaged, both Steve and Nadia are seeking for companionship. There is a difference between love based on companions hip and love based on passion. According to Crooks and Baur (2011), â€Å"Compassionate love is a less intense emotion than passionate love. It is characterized by friendly affection and a deep attachment based on extensive familiarity with the loved one† (p. 183). In elucidation of this factor of love, a theorist by the name Robert Sternberg came up with a theory of love referred to as Sternberg’s Triangular Theory of Love. He came up with a number of postulations as he elaborated the reasons why people fall in love. This theory postulates that love is based infatuation, intimacy, and obligation. He asserted that infatuation is the driver of romance and the main contributor to stimulating sexual curiosity. Intimacy is regarded as the psychological aspect

Diversity Audit Essay Example | Topics and Well Written Essays - 1250 words

Diversity Audit - Essay Example The purpose of this paper is to report on the findings of a diversity audit conducted on Sitel Corporation. Sitel is reputed to be â€Å"the leading global business process outsourcing provider of customer care and complementary back-office processes† (Sitel, 2010). The Company’s Corporate Social Responsibility program as an agent for societal change wherever Sitel is found around the globe, which specifically totals 140 worldwide locations. It espouses a commitment to culture and values of corporate citizenship, to improving the quality of life of their associates, to providing value to the business and their clients, and to contributing to the communities where they operate and which they call home (Sitel, 2010). The manpower-intensive nature of the Company, and the wide global reach of its operations, provides plenty of opportunities for the firm to pursue diversity and inclusion in its organizational framework. It implies as much in its website where it claims to â€Å"identify and assist individuals† and to provide â€Å"empowerment through education to individuals who could have missed this career opportunity without proper training and coaching† (Sitel, 2010). While not in so many words, the Company agrees to provide opportunities to individuals situated out of the mainstream, or dominant, social group, who normally would not have had the opportunity to engage in jobs such as are offered by Sitel. There are a great many criteria that may be employed to assess diversity, but not all shall be applicable in all cases and for all organizations. Sitel counts among its businesses a widely varied mix of business process outsourcing services including global call centres and personalized customer services. It is therefore necessary to assess the company according to the following attributes (Harvey and Allard, 2008, p. 329): As to an understanding as to the conduct of a

False Advertising Essay Example for Free

False Advertising Essay What they regret to inform you in the big print is that the only way to acquire these results is with diet and exercise, therefore they are misleading you. Recently, the Federal Trade Commission fined certain weight loss products for false advertising. These companies claimed that their product ranged from rapid weight loss to reducing the risk of cancer. Although these products were not pulled off shelves, they were advised to stop making false claims or prove their claims with scientific research proving that these products undoubtedly carry out the actions they claim to do. That’s just to show you that you can’t and shouldn’t believe everything you see. False advertising is also found widely in the food industry. There are many food companies that advertise their products on TV via commercials, such as Burger King, Quiznos, McDonald’s, and even supermarkets. These companies want you to visit their establishment by pulling you in with advertisements of their delicious products such as juicy burgers or bright red strawberries. The products look so good on TV, but when you arrive at the establishment and place your order, you receive something that doesn’t look as good as it did on TV. These companies falsely advertise what their products look like to draw you in so they can make money. If you have ever seen a Quiznos commercial, their sandwiches are advertised with an abundant amount of meat and vegetables, but when you go to purchase one, they are nothing close to what was advertised. The foods in the advertisements you see are not exactly edible. The agencies that are hired to create these products use cosmetic chemicals to enhance colors so the products appear to be fresh. They do this so they can boost its virtual appeal, concluding the point of not everything you see in advertising is necessarily true. Consumers are greatly affected by these deceptions. People who purchase a product and later realize that they did not receive what they thought they were paying for are dissatisfied. Dissatisfaction will eventually lead consumers to never purchase that product again, which will cause sales to drop for that company. By word of mouth, internet, and other means of communication these companies’ profits will plunge due to consumer discontent. Also, if companies are falsely advertising and fail to mention a certain aspect of their product to consumers and that consumer happens to be allergic to that certain aspect of the product, it may lead to a potential lawsuit. For example, the food label known as Spikes all purpose food seasoning declared their product had â€Å"no MSG added. † Further reading of the ingredients in this product, it contained hydrolyzed protein. This protein contains MSG; therefore this food label was false and misleading. Anyone who is allergic to MSG that consumes this product will get violently ill. Due to the lack of information the company failed to mention on the label, there is no way a consumer would have known the product contained MSG. To avoid situations like these, companies must be clear in stating every ingredient in their product. Not only in food products, but companies must also be sure to include every feature of their merchandise, so no one is being mislead.

Not Revolutionary Enough Essay -- American History, The American Revol

For years, tensions between the colonies and England had been escalating. New taxes, unkept promises, and a more prominent presence of British soldiers set tempers rising within the colonies. Rebel groups such as the Sons of Liberty began appearing throughout the troubled colonies. While looking back at this time, historians can predict the Revolution several decades before it happened. When it was all said and done, a new country was born with a brand new institution of government. However, this so-called revolutionary war as more of a social uprising than an actual revolution. A revolution is a social construct that not only creates something brand new, but also eradicates the old system. A revolution must take the old society’s rules throw them out a window and start from scratch with ideas no one has ever thought of before. Moreover, revolutions do not tend to be organized, and even the better-organized ones fail because of corrupt leadership or just the inefficiency of the system. One aspect in society being changed is not a revolution. In addition, these changes cannot be toddler-sized steps; they have to be over the edge steps. For decades before the America’s have been slowly evolving. The idea of actual representation as opposed to virtual representation was beginning to take hold, and after the Revolution, the newly founded country turned to this new idea of actual representation (Van Lanen, 9/26). Therefore, the new form of government the United Stated founded was actually an improvement on their colonial governments. Radical change did not happen in American, however a progressive change that took time to take hold happened which is well outside the ideas of a revolution. An example of a real revolution would be ... ...volution that did not extend the hand of liberty to all inhabitants living within their borders. The American Revolution did create a new system of government that the world had never seen before. The ideas of unalienable rights, and property requirements for voting were groundbreaking for the era. However, almost every ideal the Americans introduced were modified versions of another system. Notions, such as actual representation, democracy, and compassionate marriages, all stemmed from another source. The Enlightened thinkers influenced the writers of the Constitution and Declaration, thus their ideals are found within the documents. Indeed, the Revolution changed the societal and political lives of its citizens, but the change was not enough. Other examples from history show much more radical revolutions, in which the American Revolution just does not compare.

Feminine Transformation In Gilman’s “The Yellow Wallpaper” Essay

Fiction is often used as a vehicle to convey radical ideas to readers. These ideas are usually reflected in the themes of the stories so that the clarity of expression is more apparent. The theme of Charlotte Perkins Gilman’s â€Å"The Yellow Wallpaper† is quite unique in that it expresses feministic ideas in a seemingly ordinary situation. â€Å"The Yellow Wallpaper† is a story that reveals various truths about the woman and chronicles the feministic transformation of this woman towards modern womanhood. Gilman employs the first person perspective in her story to allow her unnamed protagonist to reveal elements of her emotions that would otherwise be concealed from the audience. The protagonist, along with her physician husband and a certain Jenny move into a huge house for the purpose of her recovery from an illness; in the house the husband assigns a room for the both of them which is a large room with distinctive yellow wallpaper all over the walls. The protagonist is then disturbed by the wallpaper and begins to derive images from it which in turn is used as a metaphor for her feministic transformation. The earlier part of the tale reveals much about how the traditional woman actually is. The very first aspect of the traditional woman that one would easily notice from the text is a submissive personality. The lines, â€Å"But John says if I feel so, I shall neglect proper self-control; so I take pains to control myself – before him, at least, and that makes me very tired. † (Gilman) illustrate how the protagonist neglects her own feelings before her husband and this implies that if she prioritizes what her husband felt over what she felt, she was quite likely to do the same with other more menial things making her exceptionally submissive. Another aspect of the woman revealed in earlier parts of the tale is the feminine view on marriage. In the lines, â€Å"John laughs at me, of course, but one expects that in marriage. † (Gilman) the protagonist describes how her husband reacts to her when she complains about something weird in the house they were moving into. When the husband laughs, the protagonist concludes that this is normal when two people are married. In effect, the protagonist views marriage as an excuse for ridicule and the fact that she is married to someone requires that she accept that ridicule as part of being married. This is a strange perception on the part of the protagonist but because of the submissive attitude of this main character it is not surprising that she should think this way. Other than this, her submission even affects her desire to write as she conceals her writing, hence, the protagonist admits, â€Å"I did write for a while in spite of them; but it does exhaust me a good deal† (Gilman) because she had to write despite contradictions from her husband as this made her feel better. The decision of the protagonist to write expresses the protagonist’s, â€Å"struggle to throw off the constraints of patriarchal society in order to be able to write. † (Thomas) So, in these first few parts, the author describes the current state of the protagonist, where â€Å"Women were cast as emotional servants whose lives were dedicated to the welfare of home and family in the perservence of social stability†. (Thomas) In a way, the author even discreetly refers to the sexual inadequacies of the relationship by referring to a â€Å"nailed-down bed† in the lines, â€Å"I lie here on this great immovable bed – it is nailed down, I believe†¦Ã¢â‚¬  (Gilman) Eventually, as the protagonist focuses her attention on the yellow wallpaper and the fact that her husband insists that they do not change it despite pleas from the protagonist, she begins to see the wallpaper as something else reflecting the bondage that she experienced from being isolated and treated inappropriately by her husband. This is quite clear in the lines, â€Å"Behind that outside pattern†¦a woman stooping down and creeping about behind that pattern. † (Gilman) Here, the protagonist initially describes a woman apparently caged behind the wallpaper patterns. While this could be images within the protagonist’s mind, it definitely reflects how she feels being in the room and in her situation. This image of bondage is further amplified by the lines, â€Å"At night in any kind of light†¦worst of all by moonlight, it becomes bars! The outside pattern I mean, and the woman behind it is as plain as can be. † (Gilman) It is at this point that the protagonist expresses an intrinsic feeling of bondage because she is not able to express it outwardly, and so, projects the feeling unto the wallpaper. This particular incident, â€Å"is a reaction to the lack of free agency that women had in the late 1800’s â€Å". (Gilbert) Soon, days before the last day the couple was to spend in the mansion, the protagonist breaks free and becomes a new, more liberal woman. This is implied in the lines, â€Å"I pulled and she shook, I shook and she pulled, and before morning we had peeled off yards of that paper;† (Gilman) which the protagonist used to describe her peeling off the paper. During the motions she admits to helping the woman behind the patterns but indirectly, this implies that the woman she was helping was herself. The act, therefore, of tearing the wallpaper was parallel to freeing the woman behind the patterns, and so, freeing herself from her personal bondage. (Garcia) The protagonist, hence, went from being a traditional woman to a liberated woman in her feminist transformation, even when the conclusions of the story seemed to imply that the protagonist had lost her mind because of the isolation, hence, the lines, â€Å"†I’ve got out at last,† said I, â€Å"in spite of you and Jane. And I’ve pulled off most of the paper, so you can’t put me back! † (Gilman) where she had finally fused her own persona with the persona of the woman behind the patterns. Quite obviously, the textual evidence in this tale consistently describe the struggles of a woman from being the kind enslaved by a patriarchal society to someone who was able to express her own individuality, albeit, unconventionally. The story very clearly describes how one woman transformed gradually from being traditional to being the new or modern woman. ? Works Cited Garcia, Viola. â€Å"Charlotte Perkins Gilman’s â€Å"The Yellow Wallpaper†. † fgcu. edu. N. p. , 2009. Web. 1 Aug. 2010. . Gilbert, Kelly. â€Å"The Yellow Wallpaper: An Autobiography of Emotions by Charlotte Perkins Gilman . † fgcu. edu. N. p. , 2009. Web. 1 Aug. 2010. . Gilman, Charlotte Perkins. â€Å"The Yellow Wallpaper. † EastoftheWeb. com. N. p. , 2006. Web. 1 Aug. 2010. . Thomas, Deborah. â€Å"The Changing Role of Womanhood: From True Woman to New Woman in Charlotte Perkins Gilman’s â€Å"The Yellow Wallpaper†. † fgcu. edu. N. p. , 2009. Web. 1 Aug. 2010. .

Foreign Currency Management Pdf

Foreign Currency Management Exchange Rate This is the rate at which the currency of one country would change hands with currency of another country. E. g. $1 = SLR 130 Types of Exchange Rate 1. Floating Rate This rate depends on a levels of the international trade of a country and it does not interfere with the government of that country. 2. Fixed Rate This is the rate that the government of the country would set its own currency rate and it is not depending on the market rate. 3. Dirty Float This is the rate that mixed between floating rate and fixed rate system.This is where the government would allow exchange rate to float between a particular two limits. If it goes outside either of the limit, then the government would take further action. Forex Dealings 1. Bid Price The price at which the currency is bought by the dealer. 2. Offer Price The price at which the currency is sold by the dealer. When regarding the forex dealings, Offer Price > Bid Price Example 01: David is a UK busi nessman. He needs $ 400,000 to buy US equipment. Identify the amount of ? equired to buy the Dollars? ($/? 1. 75 – 1. 77) Answer: The amount of ? required = $ 400,000 $/? 1. 75 = ? 228571. 43 Example 02: James is a US businessman. He has just received a payment of ? 150,000 from his main customer in UK. Identify the amount of $ received by James when ? 150,000 are given? (? /$ 0. 61 – 0. 63) Answer: The amount of $ received = ? 150,000 ? /$ 0. 63 = $ 238095. 24 Spot Rate and Forward Rate Spot Rate This is the rate which is applicable for the immediate delivery of currency as at now.Forward Rate This is a rate that set for the future transaction for a fixed amount of currency. The transaction would take place on the future date at this agreed rate by disregarding the market rate. Discounts & Premiums Discounts If the forward rate which is quoted cheaper, then it is set to be quoted at a discount. E. g. $/? current spot is 1. 8500-1. 8800 and the one month forward rate a t 0. 0008-0. 0012 at a discount. When quoted at a discount, Answer: 1. 8500-1. 8800 their should be more Dollars + 0. 0008-0. 0012 being received at a given Pound. = 1. 508-1. 8812 So the discount factor have to be added to the spot rate. Premiums If the forward rate which is quoted more expensively, then it is set to be quoted at a premium. E. g. $/? current spot is 1. 9000-1. 9300 and the one month forward rate at 0. 0010-0. 0007 at a premium. When quoted at a premium, Answer: their should be less Dollars being 1. 9000-1. 9300 received at a given Pound because – 0. 0010-0. 0007 of the expensiveness of Dollars. So = 1. 8990-1. 9293 the premium factor have to be deducted from the spot rate. Foreign Exchange Rate Risks . Transaction Risk This is the risk that adverse exchange rate movement occurring in the cause of normal international trading transaction. This arises when the prices of imports or exports are fixed in foreign currency terms and there is a movement in the excha nge rate between the date when the price is agreed and when the cash is paid or received. 2. Translation Risk This is the risk that the organization will made exchange losses when the accounting results of its foreign branches or subsidiaries translated into the local currency. . Economic Risk This is the risk that suppose to a effect of exchange rate movements on the international competitiveness of the company. 4. Direct & Indirect Currency Quotes Direct Quote: This means the exchange rate is mentioned in terms of the amount of domestic currency which needs to be given in returns for one unit of foreign currency. E. g. SLR 130 for $1 Indirect Quote: This means the amount of foreign currency units that needs to be given to obtain one unit of domestic currency. E. g. $ 1/130 for SLR 1 Example 01ABC Ltd is a US company, buying goods from Sri Lanka which cost SLR 200,000. These goods are resold in the US for $2000 at the time of the import purchased. The current spot rate is $1 = SLR 126-130. Calculate the expected profit of the resale in terms of US Dollars using both direct & indirect quote methods. Answer: 1. ) Under Direct Quote Method $/SLR = 1/126 – 1/130 = 0. 00794 – 0. 00769 Sales = $2000 (-)Purchase Cost=SLR200,000*$/SLR0. 00794 =($1588) Expected Profit = $412 2. ) Under Indirect Quote Method Sales (-)Purchase Cost=SLR200,000/SLR126/$ Expected Profit = $2000 =($1587) = $413Managing the Exchange Rate Risk 1. Invoicing in domestic currency Since the exporter does not have to do any currency transaction in this method, the risk of currency conversion is transferred to the importer or vice versa. 2. Money Market Hedging Because of the close relationship between forward exchange rate and the interest rate in two currencies, it is possible to calculate a forward rate by using the spot exchange rate and money market lending or borrowing which is called as a money market hedge. Feature article about  Production Management3.Entering into Forward Exchange Rate Contracts A person can enter into an agreement with a bank to purchase the foreign currency on the fixed date at a fixed rate. 4. Matching receipts & payments Under this method a company can set off its payments against its receipts in that particular currency. 5. Options These are similar to forward trade agreements, but the consumer can choose between the bank’s rate and the market rate. Example 01 A Sri Lankan company has to settle $800,000 after three months time. The current spot rate is $1 = SLR 126-130.The foreign currency depositing interest rate is 12%per annum and the borrowing rate in Sri Lanka is 8% per annum. The agreed exchange rate with the bank is $1 = SLR128. The company has identified to overcome the exchange rate under Money Market Hedging & Forward Exchange Rate Contract methods. Identify the cheapest method to overcome the exchange rate risk. Answer: 1. ) Using Money Market Hedging Method FV = PV* (1+r)n PV = $800,000* (1+ 0. 03)-1 PV = $776,699 r = 0. 12*3/12 r = 0. 03 n=1 Purchase Cost(SLR) = $776,699*SLR130/$1 = SLR 100,970,870 Interest Cost(SLR) = SLR 100,970,870*0. 8*3/12 = SLR 2,019,417 Total Cost(SLR) = SLR(100,970,870+2,019,417) = SLR 102,990,287 2. ) Using Forward Exchange Rate Contract Method Total Cost (SLR) = $ 800,000*SLR128/$1 = $102,400,000 The best method is forward Exchange Rate Contract Method, because it gives the lowest total cost when compare to Money Market Hedging Method. Reasons for Short Term Changes of Exchange Rate 1. Investment Flows If a country does more investment to outside countries, then there would be a higher demand for foreign currency. Therefore the domestic will depreciated or vice versa. 2.Trade Flows In a given time if a country has more imports and less exports, the domestic currency will depreciated, because of the higher demand for the foreign currency or vice versa. 3. Economic Prospectus If a country has g ood economic policies and is showing shines of economic growth, it could receive more investment and therefore the domestic currency would appreciated. Reasons for Long Term Changes of Exchange Rate 1. Purchasing Power Parity Theory This theory describes how the differences in inflation rate among two countries would lead to changes in the exchange rates.Future Rate(A/B)=Spot Rate(A/B) * (1+ Inflation Rate of A) (1 +Inflation Rate of B) 2. Interest Rate Parity Theory This theory links the future currency rates with differences in interest rate among two countries. Future Rate(A/B)=Spot Rate(A/B) * (1+ Interest Rate of A) (1 +Interest Rate of B) 3. Monetarist Theory This theory identifies the relationship between exchange rate and the government money supply to an economy of one country. E. g. When the government released more money to their economy, individual would have more money.So they would purchased more, the demand will increased & through that result in higher prices & high inflation. This would lead to a high level of depreciation to the currency. 4. Keynesian Approach This theory says that an exchange rate may not change in a balance and sometimes currency may continuously appreciate or depreciate without reverse. E. g. There is a high taste & demand for imported product in one country while their exports are losing its export position in other countries. Therefore, without any appreciation of currency will continuously depreciate over a long time period in that country.

Hammerhead Sharks essays

Hammerhead Sharks essays The Hammerhead Shark is part of the phylum Chordata, subphylum Vertabrata, class Chondrichthyes, order Selachii, family Sphyrinidae. There are eight or nine species of Hammerheads (Sphyrina couardi was added to the Sphyrina lewini genus), which are the Bonnethead (Shovelhead), Sphyrina tiburo, the Scalloped Hammerhead, Sphyrina lewini, the Winghead, Eusphyra blochii, the Common Hammerhead, Sphyrina zygaena, the Scoophead, Sphyrina media, the Whitefin Hammerhead, Sphyrina couardi, the Smalleye Hammerhead, Sphyrina tudes, the Scalloped Bonnethead, Sphyrina corona, and the Great Hammerhead, Sphyrina mokarran. Of all sharks, the Hammerhead definitely stands out. The Hammerhead is one of the oddest looking sharks. It has hammer-like projections on either side of its head. Some scientists think the hammer lets the shark get more lift when swimming, but no one has proved it. Another theory is that the hammer gives more space for sensory organs. Hammerheads are grayish, with a few variations, in color. They have rough, sandpaper like skin. They have an eye and nostril at each end of the hammer. They have sharp teeth in the front of their mouth for ripping and tearing and molars for crushing shells in the back. They swing their heads side to side when they swing to get a good view of their surroundings. Other than the hammer, the shark looks like most other sharks, with two pectoral fins, a dorsal fin, two pelvic fins, two tiny fins before the tail, and a vertical tail. Hammerhead sharks grow between to 5 to 20 feet. The smallest is the Bonnethead at 5 feet, the largest the Great Hammerhead at 20. Hammerhead sharks live throughout the world. They live in warm, tropical and temperate waters, staying near the coast. Some live in brackish water where rivers meet the oceans on coasts. Hammerhead schools often swim near underwater peaks and other features. The farthest north they range is about Newfoundland. Some species of Hammerhead...

Case Briefing and Problem Solving

doesn’t owe an ethical duty to remove the product from the market unless the company doesn’t warn its customers of the danger they can meet upon misuse of the product. If the company takes all the measures to warn their customers of the danger of the product once it’s misused, customers have knowledge of the risk and voluntarily assume it. For example, the use of any antibiotics with the alcohol can lead to many harmful processes and activities. Nevertheless, pharmaceutical companies don’t remove these products from the market because of that. It’s a customer’s responsibility to use the product properly. Case problems 8–1 Business Ethics. Jason Trevor owns a commercial bakery in Blakely, Georgia, that produces a variety of goods sold in grocery stores. Trevor is required by law to perform internal tests on food produced at his plant to check for contamination. Three times in 2008, the tests of food products that contained peanut butter were positive for salmonella contamination. Trevor was not required to report the results to U. S. Food and Drug Administration officials, however, so he did not. Instead, Trevor instructed his employees to simply repeat the tests until the outcome was negative. Therefore, the products that had originally tested positive for salmonella were eventually shipped out to retailers. Five people who ate Trevor’s baked goods in 2008 became seriously ill, and one person died from salmonella. Even though Trevor’s conduct was legal, was it unethical for him to sell goods that had once tested positive for salmonella? If Trevor had followed the six basic guidelines for making ethical business decisions, would he still have sold the contaminated goods? Why or why not? The issue in this case problem is whether Trevor’s actions were unethical. In my opinion it was unethical for Jason Trevor to sell goods that had once tested positive for salmonella. Salmonella is a bacterium that can cause many illnesses. Two basic ethical approaches can be applied to this case. Firstly, Trevor should’ve thought about his customers from the religious position. He could’ve foreseen that products positive tested on salmonella would harm people inevitably. Secondly, he had to consider the outcome of this sale. He didn’t think about the consequences that can follow. He acted negligent by letting his employees ship the products to the retailers. If Trevor followed the six basic guidelines for making ethical business decisions he would not have sold the contaminated goods to the public. Having five people seriously ill and one person died because of the contaminated products harms the name of the brand associated with this incident. Thus, company loses its customers and, as a result, part of the revenues. I think Trevor also should feel guilty about what happened to those people meaning that on the Conscience step, which is the 4th guideline, he would’ve reconsidered his actions and probably changed his mind. I guess he would’ve not been happy to be interviewed about the actions he was about to take. And the next step, which is Promises to his customers, would’ve made him doubt his decisions because of the trust of the customers that he held in his hands. And I am sure Trevor’s hero would not have acted the way that can harm people. Thus, Trevor would not have sold the contaminated goods had he followed the basic guidelines for making ethical business decisions. Brody v. Transitional Hospitals Corporation United States Court of Appeals, Ninth Circuit, 280 F. 3d 997 (9th Cir. 2002). http://caselaw. findlaw. com/us-9th-circuit/1019105. html FACTS Jules Brody and Joyce T. Crawford filed a class action complaint against Transitional Hospitals Corporation (THC) and its officers on August 28, 1997 accusing THC of unlawful insider trading after THC bought 800,000 shares of its stock between February 26 and February 28 without first disclosing that Vencor and other parties had expressed interest in THC. In addition, Brody and Crawford claimed that THC, in its March 19 and April 24 press releases, materially misled them about THC’s intention to sell the company. The district court granted the defendant’s motion to dismiss the claims. The plaintiffs appealed to the US Court of Appeal, Ninth Circuit. ISSUE Are Brody and Crawford the proper plaintiffs to sue THC for damages for violation of the statute and rule? regarding the insider trading? DECISION No. US Court of Appeal, Ninth circuit, affirmed the district court’s decision to dismiss Brody and Crawford’s complaint for failure to state a claim upon which relief can be granted. REASON The Court noted that plaintiffs did not meet a contemporaneous trading requirement, a judicially-created standing requirement, which specified in Section 14(e) and Rule 14e-3 that the plaintiffs must have traded in a company’s stock at about the same time as the alleged insider. In addition, the Court decided that the plaintiffs’ complaint must specify the reason or reasons why the statements made by THC in its press releases were misleading. Brody and Crawford argued that in order for statement not to be misleading, â€Å"once disclosure is made, there is a duty to make it complete and accurate†, for which the Court found no support in the case law. The case law? only prohibits misleading and untrue statements, not statements that are incomplete. FOOTNOTES: ? Sections 10(b), 14(e), and 20(a) of the Exchange Act, 15 U. S. C.  §Ã‚ § 78j (b), 78n (e), and 78t (a), and Rules 10b-5 and 14e 3, 17 C. F. R.  §Ã‚ § 240. 10b-5 and 240. 14e-3, promulgated thereunder by the Securities Exchange Commission (â€Å"SEC†) ? Rule 10b-5 and Section 14(e) Full case: BRODY v. TRANSITIONAL HOSPITALS CORPORATION Jules BRODY; Joyce T. Crawford, Plaintiffs-Appellants, v. TRANSITIONAL HOSPITALS CORPORATION; Wendy L. Simpson; Richard L. Conte, Defendants-Appellees. No.? 99-15672. Argued and Submitted July 11, 2001. — February 07, 2002 Before: HALL, WARDLAW and BERZON, Circuit Judges. Jeffrey S. Abraham, New York, NY, for the plaintiffs-appellants. Mark R. McDonald, Morrison Foerster, Los Angeles, CA, for the defendants-appellees. In this case we address several securities fraud issues, centering on whether a plaintiff must have traded at about the same time as the insider it allege violated securities laws. ? Jules Brody and Joyce T. Crawford brought suit against Transitional Hospital Corporation (â€Å"THC† or â€Å"the company†) and its officers claiming violations of the Securities and Exchange Act of 1934 (â€Å"Exchange Act†) and state law because the defendants both traded in reliance on inside information and released misleading public information. ? The district court granted the defendant’s motion to dismiss for failure to state a claim. Brody and Crawford now appeal the district court’s order on several grounds. BACKGROUND In determining whether the complaint states a claim upon which relief could be granted, we assume the facts alleged in the complaint to be true. ?Ronconi v. Larkin, 253 F. 3d 423, 427 (9th Cir. 2001). ? The facts alleged in the complaint are as f ollows: THC was a Nevada corporation that delivered long-term acute care services through hospitals and satellite facilities across the United States. ? In August 1996, the company announced its plan to buy back from time to time on the open market up to $25 million in company stock. Two months later, THC expanded the repurchase plan to $75 million. On February 24, 1997, Vencor, Inc. submitted to THC’s board of directors a written offer to acquire the company for $11. 50 per share. ? THC did not disclose this offer publicly. ? Between February 26 and February 28, THC purchased 800,000 shares of its own stock at an average price of $9. 25 per share. ? This $7. 4 million buy-back was in addition to another $21. 1 million that THC had spent purchasing its stock in the three month period that ended on February 28, 1997. The plaintiffs do not allege that the total repurchase exceeded $75 million. THC issued a press release on March 19, 1997, detailing the progress and extent of it s stock repurchase program. ? The press release did not mention Vencor or any other party’s interest in acquiring THC. The plaintiffs argue that because of this omission, the March press release was misleading. On April 1, 1997, Vencor increased its offer to purchase THC to $13 per share. ? In the next few weeks, THC also received offers from two other competing bidders. ? On April 24, after receiving all hree offers, THC issued another press release, stating that the company had â€Å"received expressions of interest from certain parties who have indicated an interest in acquiring† it. ? The same document also stated that THC had hired â€Å"financial advisers to advise the company in connection with a possible sale. † ? The plaintiffs argue that this press release was also misleading; because it did not state that substantial due diligence had already taken place, that THC had received competing offers exceeding $13 per share, or that a THC board meeting would take place two days later to consider these offers. At the board meeting, the THC board voted to negotiate a merger agreement with Select Medical Corporation (â€Å"Select†). ? On May 4, THC publicly announced that it and Select had entered into a definitive merger agreement and that Select would purchase THC at $14. 55 per share. ? Vencor thereupon threatened a hostile takeover. ? To fend off that maneuver, THC ultimately agreed, on June 12, to a takeover by Vencor rather than Select, at $16 per share. Brody and Crawford sold shares at times that sandwich the April 24 press release. ? Two days before that press release was issued, Crawford sold 500 shares at $8. 75 per share. ? Brody sold 3,000 shares of THC stock at $10. 50 per share on April 24, just after the press release was made public. ? The plaintiffs argue that had they not been misled by THC, they would have held onto their shares, and benefitted from their subsequent increase in value. Brody and Crawford filed a class action complaint against THC and its officers on August 28, 1997. ? In addition to alleging violations of Nevada state law, Brody and Crawford alleged violations of Sections 10(b), 14(e), and 20(a) of the Exchange Act, 15 U. S. C.  §Ã‚ §? 78j(b), 78n(e), and 78t(a), and Rules 10b-5 and 14e 3, 17 C. F. R.  §Ã‚ §? 240. 10b-5 and 240. 14e-3, promulgated thereunder by the Securities Exchange Commission (â€Å"SEC†). ? These claims focus on two aspects of THC’s course of action: Brody and Crawford accuse the company of illegal insider trading because THC repurchased 800,000 shares of its stock between February 26 and February 28 without first disclosing that Vencor and other parties had expressed interest in THC. In addition, Brody and Crawford claim that THC, in its March 19 and April 24 press releases, materially misled them about THC’s progress toward its eventual merger. The district court dismissed all of Brody and Crawford’s claims. ? In so doing, the district court held that Brody and Crawford are not proper parties to assert any insider trading claims, as Brody and Crawford did not trade contemporaneously with THC. In addition, the district court decided that the plaintiffs failed to state a claim under Rule 10b-5 or any other law based on materially misleading information, as the press releases were not misleading under the applicable standards. The plaintiffs appeal these aspects of the district court’s dismissal. We review de novo the district court’s dismissal for failure to state a claim pursuant to Federal Rule of Procedure Rule 12(b)(6). ?Zimmerman v. City of Oakland, 255 F. 3d 734, 737 (9th Cir. 2001). DISCUSSION A.? Insider Trading As they pertain to insider trading, Section 10(b), Rule 10b-5, Section 14(e) and Rule 14e-3 make it illegal in some circumstances for those possessing inside information about a company to trade in that company’s securities unless they first disclose the information. See, e. g. , United States v. Smith, 155 F. 3d 1051, 1063-64 (9th Cir. 998). ? This type of prohibition is known as an â€Å"abstain or disclose† rule, because it requires insiders either to abstain from trading or to disclose the inside information that they possess. The district court dismissed the insider trading claims, holding that the named plaintiffs could not assert them because they did not trade contemporaneously with THC. On appeal, Brody and Crawford argue that nothing in the applicable securities laws requires investors to have traded contemporaneously with insiders in order to maintain a suit for insider trading. In addition, they argue that even if such a requirement exists, they in fact did trade contemporaneously with THC. 1.? Section 10(b) and Rule 10b-5 Neither section 10(b)1 nor Rule 10b-52 contain an express right of action for private parties. ? The Supreme Court has h eld, however, that proper plaintiffs may sue for damages for violation of the statute and rule. ? See Superintendent of Ins. v. Bankers Life and Cas. Co. , 404 U. S. 6, 13 n. 9, 92 S. Ct. 165, 30 L. Ed. 2d 128 (1971). Because neither the statute nor the rule contains an express right of action, they also do not delineate who is a proper plaintiff. ? In the absence of explicit Congressional guidance, courts have developed various â€Å"standing† limitations, primarily on policy bases. 3 For example, in Blue Chip Stamps v. Manor Drug Stores, 421 U. S. 723, 95 S. Ct. 1917, 44 L. Ed. 2d 539 (1975), the Supreme Court held that to bring an insider trading claim under Rule 10b-5, a plaintiff must have traded in the same stock or other securities as the insider trader. The contemporaneous trading requirement, at issue in this case, is another judicially-created standing requirement, specifying that to bring an insider trading claim, the plaintiff must have traded in a company’ s stock at about the same time as the alleged insider. ?In Neubronner v. Milken, 6 F. 3d 666, 669 (9th Cir. 1993), the Ninth Circuit adopted a contemporaneous trading requirement for Section 10(b) and Rule 10b-5 actions. ? See also In re Worlds of Wonder Sec. Litig. , 35 F. 3d 1407, 1427 (9th Cir. 1994). Neubronner explained that two reasons animate this rule: First, â€Å"noncontemporaneous traders do not require the protection of the ‘disclose or abstain’ rule because they do not suffer the disadvantage of trading with someone who has superior access to information. † ? 6 F. 3d at 669-70 (quoting Wilson v. Comtech Telecommunications Corp. , 648 F. 2d 88, 94 95 (2d Cir. 1981)). ? Second, the contemporaneous trading requirement puts reasonable limits on Section 10(b) and Rule 10b-5’s reach; without such a limitation, an insider defendant could be liable to a very large number of parties. Id. at 670. Brody and Crawford offer two reasons why the contemporane ous trading rule adopted in Neubronner should not here apply. ? First, they argue that the rule does not make sense, as a matter of statutory interpretation. ? In other words, they request that we declare that Neubronner’s interpretation of Section 10(b) and Rule 10b-5 was incorrect. ? Although the decision in Neubronner is not beyond debate, we do not consider the question further, as a Ninth Circuit panel may not overrule a prior Ninth Circuit decision. ?Hart v. Massanari, 266 F. 3d 1155, 1171 (9th Cir. 2001). Brody and Crawford attempt to avoid this precedential barrier by claiming that Neubronner’s implementation of the contemporaneous rule was dictum, and therefore not binding on us. ? It was not. ?Neubronner explicitly described its ruling regarding the contemporaneous trading requirement as a â€Å"holding. † ? 6 F. 3d at 670. ? In addition, the determination was a necessary predicate for the case’s ultimate conclusion that contemporaneous trading must be pleaded with particularity. ? Id. at 673. Brody and Crawford’s second submission in avoidance of Neubronner is that United States v. O’Hagan, 521 U. S. 642, 117 S. Ct. 2199, 138 L. Ed. 2d 724 (1997), overruled Neubronner. ? That assertion is simply wrong. ? O’Hagan, which was a criminal case, addressed neither the contemporaneous trading requirement in private actions nor any other standing rule. ? Instead, by approving of an expansive concept of who qualifies as an insider under Section 10(b), the Supreme Court in O’Hagan clarified that more defendants may be liable under Section 10(b) than some courts have previously thought. ? Id. at 650, 117 S. Ct. 2199. ? In so doing, the Supreme Court did not alter pre-existing notions concerning whom insiders harm when they trade based on privileged information. Brody and Crawford next argue that even if the Section 10(b) and Rule 10b-5 contemporaneous trading requirements remain, the court should define contemporaneous trades as trades that take place within six months of one another. ? Under this definition, Brody and Crawford would have standing, as they sold their stock just under two months after they allege THC bought the large block of stock in February. [3]? In Neubronner, this court did not decide the length of the contemporaneous trading period for insider trading violations under Section 10(b) and Rule 10b-5, 6 F. d at 670, nor has this court decided the question since. ? Because the two-month time period presented by the facts of this case exceeds any possible delineation of a contemporaneous trading period, it is not necessary in this case either to define the exact contours of the period. ? We simply note that a contemporaneous trading period of two months would gut the contemporaneous trading rule’s premise-that there is a need to filter out plaintiffs who could not possibly have traded with the insider, given the manner in which public trades are transacted. 2.? Section 14(e) and Rule 14e-3 Brody and Crawford also argue that the district court erred in dismissing their claims under Section 14(e)4 and Rule 14e-35 by holding that insider trading actions brought under Section 14(e) and Rule 14e-3 must also conform to a contemporaneous trading requirement. ? In making this argument, the plaintiffs urge that we hold for them on two matters of first impression: (1) whether a private right of action exists under Rule 14e-3; and (2) if a private right of action does exist, whether it contains a contemporaneous standing requirement. We can assume, without deciding, that a private right of action exists under Rule 14e-3, for we see no reason why the same contemporaneous trading rule that applies under Rule 10b-5 would not apply in such an action. ?As noted, this court has definitively adopted a contemporaneous trading requirement under Rule 10b-5. ? Although Rule 14e-3 differs in some respects from Rule 10b-5, (and was adopted in order to plug some ho les the SEC perceived in Rule 10b-5),6 its core, like the core of Rule 10b-5, is an â€Å"abstain or disclose† requirement. And, as is true of the â€Å"abstain or disclose† requirement of Rule 10b-5, the similar requirement of Rule 14e-3 is designed to prevent the disadvantage that inheres in trading with an insider with superior access to information. ?45 Fed. Reg. 60411-12 (1980). ? So we would have to have some excellent reason to adopt a different standing rule under Rule 14e 3 from the one we use under Rule 10b-5. ? We are convinced that there is no basis for drawing such a distinction. The best candidate appellants have advanced as a basis for differentiating the standing requirement under the two Rules is Plaine v. McCabe, 797 F. d 713 (9th Cir. 1986). ?Plaine held that a plaintiff suing under Section 14(e) need not have traded at all, let alone contemporaneously. ? Id. at 718. The fulcrum of Plaine was a distinction suggested by Piper v. Chris-Craft Indus. , I nc. , 430 U. S. 1, 38-39, 97 S. Ct. 926, 51 L. Ed. 2d 124 (1977), between the types of shareholder protections contained in Sections 10(b) and 14(e): Piper noted that while Section 10(b) was enacted to protect only individuals who actually traded in stocks, Section 14(e) can be understood as protecting not only those who buy or sell stocks but also shareholders who decide not to trade. 430 U. S. at 38-39, 97 S. Ct. 926. ? Because Rule 14e-3 was promulgated under Section 14(e), the argument that a plaintiff who alleges insider trading under Section 14(e) or Rule 14e-3 need not worry about the contemporaneous trading requirement-because he need not have traded at all-has some initial plausibility. On a closer examination, however, Plaine does not speak to the issue at hand. Rather, Plaine focused only on non-insider trading claims brought under Section 14(e), and did not consider the standing requirements for an insider trading claim brought under Rule 14e-3. Section 14(e) broadly pro hibits â€Å"fraudulent, deceptive, or manipulative acts or practices, in connection with any tender offer;† it does not contain any specific reference to insider trading. ? Rule 14e-3, on the other hand, focuses on one type of behavior, insider trading, whose prohibition is thought to prevent fraudulent, deceptive, or manipulative acts. ? See O’Hagan, 521 U. S. at 672-73, 117 S. Ct. 2199. ? In accordance with its specific, prophylactic focus, Rule 14e-3 applies to a different set of behaviors than does Section 14(e): Section 14(e) centers on the actual tender offer, whereas Rule 14e-3 regulates illegal insider trading that takes place while a tender offer is under consideration. ? As appellants’ brief states, â€Å"[a]ll the elements of a Section 14(e)/Rule 14e-3 insider trading violation are supplied by the language of Rule 14e-3. A comparison of the facts in Plaine with the facts in this case illustrates the difference between the Section 14(e) claim conside red in Plaine and the Rule 14e-3 claim considered here. ? Plaine held shares in a company subject to a tender offer. ? She complained that false information in proxy materials had induced other shareholders to tender their shares. ? Because so many other shareholders tendered their shares, the merger went through at a price Plaine viewed as inadequate. Although Plaine did not tender her shares, the court ruled that she alleged injury occurring as a result of fraudulent activity in connection with a tender offer and had standing to assert her claim. ?797 F. 2d at 717. ? Plaine did not, however, allege insider trading, and therefore could not have made out a claim under Rule 14e-3. Brody and Crawford, on the other hand, did allege insider trading but did not allege that THC manipulated the tender offer process through the use of false information or by any other means. ? As such, the facts in the current case present a very different situation than that presented in Plaine. The circum stances do, however, bear a much closer resemblance to those in Neubronner, a Rule 10b-5 case centering around accusations of insider trading in violation of an abstain-or-disclose requirement. ? See Neubronner, 6 F. 3d at 667. Despite the similarities of the issues here and in Neubronner and between Rules 10b-5 and 14e-3, as applied to insider trading allegations, Brody and Crawford emphasize the differences between the Rules. ? Unlike Rule 10b-5, Rule 14e-3 does not require proof that a person traded on information obtained in violation of a duty owed to the source of the inside information. Instead, Rule 14e-3(a) creates a duty for a person with inside information to abstain or disclose â€Å"without regard to whether the trader owes a pre-existing fiduciary duty to respect the confidentiality of the information. † ? O’Hagan, 521 U. S. at 669, 117 S. Ct. 2199 (quoting United States v. Chestman, 947 F. 2d 551, 557 (2d Cir. 1991) (en banc)). ? Although Rule 14e-3 thus expands the notion of who is an insider, it does not follow that the Rule also expands the class of shareholders who may complain when an insider trades without disclosing insider information. As a result, the fact that Rule 10b-5 and Rule 14e-3 are not identical does not lead to the conclusion that one has a contemporaneous trading requirement and the other does not. More importantly, perhaps, in this case, the allegation is that THC traded in its own stock on the basis of inside information. ? Such allegations would state a â€Å"†¦Ã¢â‚¬Ëœtraditional’ or ‘classical’ theory of insider trading liability [under] Rule 10b-5 based on ‘a relationship of trust and confidence between the shareholders of a corporation and those insiders who have obtained information by reason of their position with that corporation. †¦Ã¢â‚¬  ? O’Hagan, 521 U. S. at 651-652, 117 S. Ct. 2199 (quoting Chiarella, 445 U. S. at 228, 100 S. Ct. 1108). ? As such, this case is one that could be-and indeed, was-brought under both Rule 10b-5 and Rule 14e-3, and as to which any differences between the two rules regarding the necessary relationship between the insider and the source of information is not relevant. Brody and Crawford note another reason that, they argue, suggests an expansive reading of Rule 14e-3 is appropriate. In O’Hagan, the Supreme Court ruled that the SEC is permitted to promulgate rules under Section 14(e), such as Rule 14e-3, that prohibit acts not themselves fraudulent under the common law if the rules are reasonably designed to prevent acts that are. ?521 U. S. at 671-73, 117 S. Ct. 2199. ? This authority derives from the prophylactic rule-making power granted to the SEC by Section 14(e), a power that has no parallel in Section 10(b). ?Id. That the SEC had more power to protect investors when it promulgated Rule 14e-3 than it did when it promulgated Rule 10b-5 does not mean, however, that the SEC exercised that power so as to protect noncontemporaneous traders under Rule 14e-3. ? And, in fact, what evidence there is demonstrates that the SEC did not intend to protect investors who could not have possibly traded with the insiders. In O’Hagan, the Supreme Court quoted at length from and afforded deference to the SEC’s explanation of why it promulgated Rule 14e-3. Part of the Federal Register excerpt quoted in O’Hagan stated: The Commission has previously expressed and continues to have serious concerns about trading by persons in possession of material, nonpublic information relating to a tender offer. ? This practice results in unfair disparities in market information and market disruption. ? Security holders who purchase from or sell to such persons are effectively denied the benefits of disclosure and the substantive protections of the [legislation that includes Section 14(e)]. 21 U. S. at 674, 117 S. Ct. 2199 (quoting 45 Fed. Reg. 60412 (1980)). This quotation evinces a particular concern for those who â€Å"purchase from or sell to† insiders, and suggests that these shareholders, and not others who trade later, are the intended beneficiaries of Rule 14e-3. ? The contemporaneous trading requirement, designed to limit the class of potential plaintiffs to only those who could have possibly traded with the insider, is therefore precisely congruent with the SEC’s expressed purpose in promulgating Rule 14e-3. In sum, Rule 10b-5 and Rule 14e-3 contain similar insider trading prohibitions, triggered by similar concerns. ? While Rule 14e-3 focuses on the tender offer context, the background history and language of Rule 14e-3 indicate that the Rule does not alter the premise that a shareholder must have traded with an insider or have traded at about the same time as an insider to be harmed by the insider’s trading. ? We conclude that there is no principled distinction between Rules 10b-5 and 14e-3 as regards the need for a contemporaneous trading allegation. We therefore extend the contemporaneous trading requirement to insider trading actions brought under Section 14(e) and Rule 14e-3 actions. ? Because Brody and Crawford traded nearly two months after they allege THC traded, they did not trade contemporaneously with THC. The district court was correct in dismissing their Rule 14e-3 insider trading claims. B.? Misrepresentation We next consider a different set of concerns addressed by the securities laws: Rule 10b-5 and Section 14(e)’s explicit prohibition against the making of untrue or misleading statements. The plaintiffs do not maintain that either press release issued by THC was untrue. ? They do argue, though, that THC violated the prohibitions against making misleading statements when it issued the two press releases here at issue. ? In order to survive a motion to dismiss under the heightened pleading standards of the Private Securities Litigation Reform Act (â€Å"PSLRA†), the plaintiffs’ complaint must spe cify the reason or reasons why the statements made by THC were misleading. ?15 U. S. C.  §? 78u-4(b) (1); see also Ronconi, 253 F. 3d at 429. As an initial matter, Brody and Crawford correctly assert that a statement that is literally true can be misleading and thus actionable under the securities laws. ? See In re GlenFed Sec. Litig. , 42 F. 3d 1541, 1551 (9th Cir. 1994). ? But they err when they argue that in order for a statement not to be misleading, â€Å"once a disclosure is made, there is a duty to make it complete and accurate. † This proposition has no support in the case law. ?Rule 10b-5 and Section 14(e) in terms prohibit only misleading and untrue statements, not statements that are incomplete. Similarly, the primary case upon which Brody and Crawford rely for their innovative completeness rule supports only a rule requiring that parties not mislead. ? Virginia Bankshares, Inc. v. Sandberg, 501 U. S. 1083, 1098 n. 7, 111 S. Ct. 2749, 115 L. Ed. 2d 929 (1991). ? Often, a statement will not mislead even if it is incomplete or does not include all relevant facts. 8 ? Further, a completeness rule such as Brody and Crawford suggest could implicate nearly all public statements potentially affecting securities sales or tender offers. No matter how detailed and accurate disclosure statements are, there are likely to be additional details that could have been disclosed but were not. ? To be actionable under the securities laws, an omission must be misleading; in other words it must affirmatively create an impression of a state of affairs that differs in a material way from the one that actually exists. ? See McCormick v. The Fund American Cos. , 26 F. 3d 869, 880 (9th Cir. 1994). We conclude that neither Rule 10b-5 nor Section 14(e) contains a freestanding completeness requirement; the requirement is that any public statements companies make that could affect security sales or tender offers not be misleading or untrue. ? Thus, in order to survive a motion to dismiss under the heightened pleading standards of the Private Securities Litigation Reform Act (â€Å"PSLRA†), the plaintiffs’ complaint must specify the reason or reasons why the statements made by THC were misleading or untrue, not simply why the statements were incomplete. 15 U. S. C.  §? 78u-4(b) (1); see also Ronconi, 253 F. 3d at 429. ?Brody and Crawford’s allegations do not comport with this requirement. ? They allege, first, that the press release issued on March 19 was misleading because it provided information about THC’s stock repurchase program but did not contain information regarding THC’s possible takeover. ? Although Brody and Crawford specify what inf ormation THC omitted, they do not indicate why the statement THC made was misleading. ? If the press elease had affirmatively intimated that no merger was imminent, it may well have been misleading. ? The actual press release, however, neither stated nor implied anything regarding a merger. ?Brody and Crawford also claim that THC’s second press release, issued on April 24, was misleading. ? Again, the plaintiffs do not argue that the press release was untrue. ? Instead, they argue that it was misleading because it stated generally that THC had received â€Å"expressions of interest† from potential acquirers, when in fact it had received actual proposals from three different parties. Importantly, the complaint does not provide an explanation as to why this general statement was misleading, nor is it self-evident that it was. A proposal is certainly an â€Å"expression of interest. † ? Moreover, the press release did not simply state that there had been vague â₠¬Å"expressions of interest;† it went on to state that the â€Å"expressions† were â€Å"from certain parties who have indicated an interest in acquiring either the entire company or in acquiring the company, with the company’s shareholders retaining their pro rata interests in Behavioral Healthcare Corporation [a THC subsidiary]. ? This specificity concerning the nature of the parties’ proposals certainly suggests that something more than preliminary inquiries had taken place. Further, the press release additionally stated that the â€Å"Board of Directors has engaged financial advisors to advise the company in connection with a possible sale. † ? This additional information again suggested proposals that were concrete enough to be taken seriously. ? And the reference to multiple parties contained in the press release suggests an ongoing auction for THC was taking place with at least two participants. In short, the press release did not give the impression that THC had not received actual proposals from three parties or otherwise mislead readers about the stage of the negotiations. ? Instead, although the press release did not provide all the information that THC possessed about its possible sale, the information THC did provide-and the reasonable inferences one could draw from that information-were entirely consistent with the more detailed explanation of the merger process that Brody and Crawford argue the press release should have included. Put another way, Brody, if he read the press release, would have been on notice, before he sold his shares, of the distinct possibility that the value of the shares would increase in the near future because of a takeover contest. 9 [11] Because Brody and Crawford have not alleged facts indicating that THC’s April 24 press release was misleading, the district court properly dismissed that aspect of the plaintiffs’ complaint. CON CLUSION Brody and Crawford have not met the contemporaneous trading requirements necessary to have standing in the insider trading claims they assert. Additionally, they have failed properly to allege misrepresentation against THC. As a result, we affirm the district court’s decision to dismiss Brody and Crawford’s complaint for failure to state a claim upon which relief could be granted. AFFIRMED FOOTNOTES 1. ?Section 10, in relevant part, states: It shall be unlawful for any person, directly or indirectly, by the use of any means or instrumentality of interstate commerce or of the mails, or of any facility of any national securities exchange-?..... b)? To use or employ, in connection with the purchase or sale of any security registered on a national securities exchange or any security not so registered, or any securities-based swap agreement (as defined in section 206B of the Gramm-Leach-Bliley Act), any manipulative or deceptive device or contrivance in contraventio n of such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors. 2. Rule 10b-5 states: It shall be unlawful for any person, directly or indirectly, by the use of any means or instrumentality of interstate commerce, or of the mails or of any facility of any national securities exchange,(a)? To employ any device, scheme, or artifice to defraud,(b)? To make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, or(c)? To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person, in connection with the purchase or sale of any security. 3. ?These â€Å"standing† limitations are not, of course of the constitutional variety, grounded in Article III of the Constitution, but simply delineate the scope of the implied cause of action. 4. ?Section 14(e) states: It shall be unlawful for any person to make any untrue statement of a material fact or omit to tate any material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading, or to engage in any fraudulent, deceptive, or manipulative acts or practices, in connection with any tender offer or request or invitation for tenders, or any solicitation of security holders in opposition to or in favor of any such offer, request, or invitation. ? The Commission shall, for the purposes of this subsection, by rules and regulat ions define, and prescribe means reasonably designed to prevent, such acts and practices as are fraudulent, deceptive, or manipulative. . ?Rule 14e-3(a) states:(a)? If any person has taken a substantial step or steps to commence, or has commenced, a tender offer (the â€Å"offering person†), it shall constitute a fraudulent, deceptive or manipulative act or practice within the meaning of section 14(e) of the Act for any other person who is in possession of material information relating to such tender offer which information he knows or has reason to know is nonpublic and which he knows or has reason to know has been acquired directly or indirectly from:(1)? The offering person,(2)? The issuer of the securities sought or to be sought by such tender offer, or(3)? Any officer, director, partner or employee or any other person acting on behalf of the offering person or such issuer, to purchase or sell or cause to be purchased or sold any of such securities or any securities convertible into or exchangeable for any such securities or any option or right to obtain or to dispose of any of the foregoing securities, unless within a reasonable time prior to any purchase or sale such information and its source are publicly disclosed by press release or otherwise. 6. ?Chiarella v. United States, 445 U. S. 222, 100 S. Ct. 1108, 63 L. Ed. d 348 (1980), considered, but did not decide, the viability of a misappropriation theory of liability under Rule 10b-5. ?445 U. S. at 235-37, 100 S. Ct. 1108. ?(A misappropriation theory extends liability to some parties who trade in a company’s securities on the basis of confidential information but who have no special relationship with the company’s shareholders. ) Following Chiarella, the SEC promulgate d Rule 14e-3, which clearly creates liability for insiders who trade in connection with a tender offer and do not disclose the inside information, regardless of their relationship to the shareholders or the source of the information. Then in 1997, the Supreme Court decided O’Hagan, answering the question left open by Chiarella and deciding that Section 10(b) and Rule 10b-5 do create liability under a misappropriation theory. ?521 U. S. at 650, 117 S. Ct. 2199. ? The upshot is that Rules 10b-5 and 14e-3 largely overlap with regard to the scope of insider trader liability, although they differ in some respects not here pertinent. ? See p. 1004, infra. 7. As we discuss below, in O’Hagan the Supreme Court approved Rule 14e-3 as a prophylactic rule designed to prevent core violations of Section 14(e). ? See p. 1004, infra. 8. ?For example, if a company reports that its sales have risen from one year to the next, that statement is not misleading even though it does not inclu de a detailed breakdown of the company’s region by region or month by month sales. 9. ?We note that Crawford sold his shares before the April 24 press release, so he could not have been influenced in his trading by the release. BERZON, Circuit Judge.