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BEIJING — Foreign tourists and reporters are still few and far between in Tibet, witnesses and hotel employees say, even though China lifted a ban on foreigners visiting the Himalayan region a month ago.
Eight days to the Olympics, and more than four months after anti-Chinese riots rocked the capital Lhasa, prompting authorities to close the region to foreigners, local hotels said there were still few foreign travellers.
"Now business is good, we have a lot of customers," said an employee at a youth hostel on Dosenge Road in downtown Lhasa, where the violence took place.
"But there are not many foreigners, mostly Chinese people."
Foreign correspondents, meanwhile, complained that their applications to go to Tibet were taking a long time to process.
"We have received your application, but we are handling too many journalist applications, it is almost impossible for us to receive all these people right now," Zhang, of the Tibetan Foreign Affairs Office, told AFP which also applied.
"You can apply later. After the (Olympic) Games, there won't be so many people coming," said Zhang, who did not give her full name or title.
Beijing barred all tourists and foreign reporters from going to Tibet after a massive crackdown on violence that erupted in Lhasa on March 14, and then spread to other areas of western China with Tibetan populations.
Exiled Tibetan leaders say 203 people died in the Chinese clampdown on the riots, which began after monks led peaceful protests against 57 years of Chinese rule.
China has reported killing one Tibetan "insurgent" and says "rioters" were responsible for 21 deaths.
Chinese tourists were allowed back in from the end of April, and Tibet re-opened to travellers from abroad on June 25.
A day later, China announced foreign reporters would be able to apply to go and visit the Himalayan region.
Kathleen McLaughlin, an American freelance reporter based in Beijing, was one of the few journalists allowed into Tibet following the re-opening of the region.
McLaughlin, who applied to go along with a Spanish reporter she shares an office with, said authorities told her a Japanese reporting team and an Italian journalist had so far been allowed in since the end of June.
"We booked our own flights and our own hotel, but we had a tour guide from the foreign affairs office," she said.
"We sent them the places we wanted to go to first, then they sent us a schedule which we had to sign. But in the end we didn't follow the schedule closely."
She said the atmosphere in Lhasa was still very tense, with a lot of police keeping watch, armoured vehicles patrolling the city at night, and people were not very forthcoming in casual conversation.
"They are getting more optimistic about things, but they all say it's been a pretty tough year," McLaughlin said.
"Walking around, people were desperate to get me to buy things. A lot of people said there were living off their savings from last year."
Zhang Wenming, an official with the Tibet Tourism Administration, said he estimated that 350,000 tourists had come to the Himalayan region in July, although he said the final statistics would only be released early August.
"Of the estimated 350,000 tourists, there were only over 3,000 foreigners," he said.
But Matt Whitticase, spokesman of the London-based Free Tibet Campaign, said that in practice, it still remained difficult to get into Tibet.
"China is attempting to give an impression of normality in Tibet at the approach of the Olympics," he said.
"But some areas are still under lockdown, and the situation remains as dire as it was in March or April," he said.


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As the first point of contact with our customers and partners, our sales representatives are responsible for calling on a variety of contacts with the objective of increasing sales for their areas and/or divisions. They achieve increases by adding products to distribution and expanding the usage of existing Hormel Foods products. In addition, representatives are in charge of implementing marketing strategies for their products. Hormel Foods employs sales representatives across the company.
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In 1969, American astronauts Edwin (Buzz) Aldrin and Neil Armstrong became the first people ever to walk on the moon. One of them took this close-up photograph of one of Aldrin's footprints on the moon's surface, an image that helped scientists and others better understand the material character of the terrain. One of thousands of photographs taken during the expedition, it became an iconic representation of the moon landing and an emblem of humankind's achievements in exploring outer space. Anyone could order prints of these photographs, which became popular well outside scientific circles.


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Chapter 3 – Proposal to tax a deemed dividend portion of proceeds from selling shares
Home > Publications > 2022 > Dividend integrity and personal services income attribution – a Government discussion document > Chapter 3 – Proposal to tax a deemed dividend portion of proceeds from selling shares
General scope of a rule
A. Shareholder sells shares of a controlled company but retains economic ownership of the company
B. Shareholder sells shares of a controlled company to an unrelated company
C. Shareholder sells shares of a controlled company to an unrelated individual
To which scenarios should a generic recharacterisation rule apply?
Details of a rule
What share sales should the rule apply to?
Type of shareholder
Shareholding size and control criteria
Look back rule
How much of the sale price should be taxable?
Consequences to seller
Consequences to the company
Consequences to the buyer
Should the amount of the deemed dividend be limited to the gain on the sale?
Why apply the rule to sales by companies?
Corporate groups
Sales of shares in a controlled company to another company controlled by the same shareholder
When a shareholder makes a gain on a sale of shares, it is in the form of a capital gain, which under current settings is usually not taxed. However, there are some cases where the sale also results in undistributed earnings of the company being realised by the shareholder in the form of part of the capital receipt. Some cases where this happens are referred to as "dividend stripping" and are potentially subject to recharacterisation as a dividend under section BG 1 or GB 1.
As discussed in the previous chapter, the anti-avoidance approach to identifying and counteracting dividend strips results in uncertainty for taxpayers as to the tax consequences of some sales of closely-held companies. For the Government, the current approach does not capture the full range of transactions where the amount received from selling shares includes a component of compensation for undistributed earnings. For instance, a sale of an active company to a third party is the least likely to be a dividend stripping transaction, regardless of the level of undistributed earnings in the company at the time of sale. This means that the tax rate imposed when those earnings are eventually distributed is not the tax rate of the seller, who owned the company when that income was earned, but the tax rate of the purchaser. It also allows a further deferral of taxing company earnings at the shareholder's marginal tax rate. In addition, if all the company's shares are bought by a company, the undistributed earnings may never be taxed even after being distributed to the ultimate individual shareholder.
This chapter proposes an objective approach which can provide more certainty to taxpayers and Inland Revenue.
3.1 The objective approach proposed in this chapter involves recharacterising share sales as dividends in the hands of the selling shareholder. A fundamental question is which transactions should be subject to the proposed recharacterisation rule.
3.2 The clearest case of dividend stripping arises when a shareholder sells shares in a company it controls or owns for cash (or cash equivalent) but retains control or ownership. This is because, like a straightforward dividend, the shareholder has realised cash from selling the company but still owns or controls the company, as is illustrated in Example 1.
Example 1: Shares sold to company controlled by the shareholder
A shareholder on the 39% marginal rate of personal income tax forms a company (Bullseye) by contributing $100 of capital.
Bullseye earns $100 on which it pays $28 tax. It does not distribute the earnings. Bullseye is now worth $172 plus any value attributable to its imputation credits.
The shareholder forms a new company (Purchaser) to hold the shares of Bullseye. The shareholder transfers the shares in Bullseye to Purchaser in exchange for a promise from Purchaser to pay $172 to the shareholder.
Bullseye pays a $72 dividend to Purchaser. This is untaxed due to the inter-corporate dividend exemption. It could also be fully imputed.
Purchaser pays $72 to the shareholder as partial repayment of the loan.
The shareholder receives $72 cash from this transaction, paid out of the earnings of Bullseye, without paying any dividend top-up tax. While the shareholder also has the ability to receive an additional $100 from Purchaser Co without paying any tax, this is merely equivalent to what it could have received as ASC from Bullseye in a share repurchase or liquidation of Bullseye. In addition, the $28 in imputation credits are still available to Bullseye and Purchaser.
3.3 The type of transaction illustrated in Example 1 is the clearest case of converting a dividend into a capital receipt, as the shareholder has both received cash and retained the company, as it would have if Bullseye had paid a dividend. However, the shareholder is better off because it did not have to pay the "top-up" tax or use the imputation credits. In this case, current law will already treat the transaction as a dividend stripping transaction, and $72 of the sale proceeds should be taxable as a dividend. However, such transactions may not always be self-assessed and may also not be known or pursued by Inland Revenue.
3.4 Another dividend stripping scenario, Scenario B, is the essentially the same as Scenario A except:
An unrelated person seeks to acquire all the shares in the target company.
The unrelated person forms a new company to acquire all the shares in the target company.
The unrelated person contributes an amount of capital to the purchaser company that equals the amount the purchaser company will pay the shareholder of the target company to acquire all the shares in the target company.
Example 2: Shares sold to unrelated company
A shareholder on the 39% tax rate forms a company (Bullseye) by contributing $100 of capital.
A person unrelated to the shareholder and to Bullseye seeks to acquire all the shares in Bullseye. The unrelated person forms a new company (Purchaser) for this purpose. They contribute $172 of capital to Purchaser. Purchaser pays the shareholder of Bullseye $172 to acquire 100 percent of the shares in Bullseye.
The shareholder of Bullseye has received $172 cash. The shareholder's capital gain on the share sale of $72 ($172 less the original $100 cost base) is a non-taxable capital gain. However, the $72 gain represents undistributed retained earnings of Bullseye. The shareholder of Bullseye has not had to pay any top-up tax as it would have if $72 were distributed as a dividend.
The consequences for Purchaser and its shareholder are:
Purchaser has paid $172 (market value) for Bullseye. $72 of this represents undistributed retained earnings of Bullseye.
$28 of Bullseye's imputation credits are cancelled on the share sale.
Bullseye has the potential to distribute the $72 of retained earnings to Purchaser without any tax liability in the future due to the inter-corporate dividend exemption.
In addition, Purchaser has the potential to distribute the $72 of retained earnings of Bullseye, as well as the additional $100 paid to acquire Bullseye, to its shareholder without any tax consequences on a share repurchase or on liquidation as a return of ASC.
3.5 The overall result obtained in Example 2 is that the shareholder of Bullseye has received the $72 value of Bullseye's retained earnings as a capital receipt and has not paid the top-up tax on it. In addition, even though Bullseye's imputation credits have been eliminated, it can distribute its $72 of retained earnings to Purchaser and eventually to Purchaser's shareholder (via a share repurchase or a liquidation) without any additional tax being paid.
3.6 his scenario is the same as Scenario B, except the shares of the target company are purchased by an unrelated individual instead of a company.
Example 3: Shares sold to unrelated individual
An individual pays the exiting shareholder $172 for all the shares in Bullseye. The results of this are:
The exiting shareholder has received $172, of which $72 is a non-taxable capital gain.
That same $72 of the purchase price represents the retained earnings of Bullseye.
The exiting shareholder has not paid any top-up tax on the earnings of Bullseye that have been received in the form of a non-taxable capital receipt.
3.7 Scenario C is not as favourable to the new shareholder as Scenario B. In Example 3, the new shareholder has paid $172 for Bullseye, but the ASC of Bullseye is still $100. In addition, Bullseye has lost its $28 of imputation credits. If the $72 of retained earnings of Bullseye are distributed, they would be taxed as an unimputed dividend. This would also apply if Bullseye were liquidated.
3.8 In practice, the sale is more likely to be carried out as described in Example 2 (Scenario B), in order to realise the tax benefit of that approach. On the other hand, if Purchaser acquired less than 100 percent of the shares in Bullseye, carrying out the transaction in the manner described in Example 2 would not protect Purchaser from tax on a distribution from Bullseye since the inter-corporate dividend exemption would not apply.
3.9 Alternatively, to avoid an outcome which benefits the seller but hurts the purchaser, the parties to a sale could agree, for example, that the target company would distribute a dividend before the sale (the shareholder of the target company would pay the 11% top up tax), and the purchaser would pay less for the company to reflect the fact that its earnings had been distributed. A second option is for a dividend to be declared and reinvested in the company – this means that the retained earnings are converted into additional ASC, an amount distributable to the purchaser tax free on a share repurchase or on liquidation. Another option would be to negotiate a purchase price that reflects that the exiting shareholder of the target company gets a benefit in not having to pay the top-up tax on a dividend, and the purchaser will have to pay a penalty in the future for the possibility of deriving an unimputed dividend. If the purchaser thinks this possibility is far enough in the future they may be able to agree on a price that makes them both better off.
3.10 Of the possible scenarios for a rule to recharacterise a portion of the receipts from selling shares as a dividend, A is the narrowest in scope and C is the broadest in scope.
3.11 Scenario A is the one that most clearly looks like a transaction that results in the same outcome as if a dividend was paid. The shareholder receives value for the retained earnings in the company in the form of cash or debt or some other consideration, and the shareholder retains economic ownership of the company (although the legal structure of the ownership changes). There are also significant tax advantages to this as not only are the earnings made available to the shareholder without any top-up tax being paid, the full imputation credits remain in the company and are available to be used later.
3.12 This sort of related party transaction is one where Inland Revenue often uses section BG 1 or GB 1 to treat the sale as a dividend stripping arrangement. This is also similar to a United States rule that treats part of the consideration for a controlled company's shares as potentially a dividend from both companies if the shares are sold to another company that is also controlled by the selling shareholder.[14]
3.13 Scenario B is also a way the selling shareholder can receive the value of the target company's retained earnings in the form of a non-taxable capital receipt. The buyer obtains no great advantage but is also not disadvantaged, except to the extent it loses imputation credits so that it cannot distribute pre-acquisition earnings without the distribution being taxed as a dividend unless it is done as a share cancellation or liquidation (although it can pay dividends out of post-acquisition earnings which generate imputation credits). Applying the recharacterisation rule to this type of sale would expand the concept of recharacterisation beyond what is now thought of as "dividend stripping" subject to section GB 1.
3.14 Scenario C has the broadest application. While it provides the selling shareholder the same benefit as Scenarios A and B, it appears to disadvantage the purchaser so it is more likely the purchaser would use a structure, such as in Scenario B. However, the tax advantages in Scenario B are only available if all the shares in the company are being sold. In Scenario C, the purchaser may also seek to have the seller pay itself a dividend before the sale, with the sale price being adjusted for that. If this were to happen the dividend would be taxed, so there would be no dividend recharacterisation required. However, it is also possible the parties could try to negotiate a purchase price which would give them both an advantage resulting from the seller not realising a taxable dividend.
3.15 It is proposed that a dividend recharacterisation rule may be applied to Scenarios A, B and C. All scenarios have the same consequence for the seller, although they have different consequences for the buyer. It seems appropriate that the shareholder who owned shares in a company when the company earned income would be taxed on the income when shares are sold for a price that includes the value of the company's retained earnings. Failure to tax the retained earnings component of the sale price would also allow deferral of the top-up tax to be extended for a potentially lengthy period.
3.16 Such a recharacterisation rule could encourage the parties to the sale to agree to terms such as the company paying a dividend to the selling shareholder before the sale, in exchange for the buyer paying a lower price for the shares. However, such a practice would produce an appropriate result from a tax perspective.
3.17 The remainder of this chapter will discuss how a recharacterisation rule could be designed, keeping in mind that it should apply to all three scenarios.
3.18 The following criteria should all be considered in establishing a deemed dividend on share sale rule.
To what sales of shares should the rule apply?
How is the deemed dividend amount determined?
What other consequential implications flow from the rule?
3.19 The proposal will only apply to shareholders who are New Zealand resident natural persons (including natural persons who recognise the income as beneficiary income), trustees, and companies. The proposal will not apply to sales by shareholders, other than companies, that are taxed at 28%, such as PIEs, superannuation schemes and group investment funds. The reason for applying this rule to shareholders that are companies is discussed under other issues.
3.20 If the shareholder is a partnership, including a limited partnership, this rule will apply as if the partners directly owned and sold the shares in the company.
3.21 Because the rule will require reference to the imputation credit account (ICA) balance to determine the deemed dividend amount, the Government proposes that this rule would apply only to sales of shares in companies that maintain an ICA. This would be New Zealand resident companies, and Australian resident companies that elect to maintain an ICA.
3.22 The proposed recharacterisation rule would only apply when shares in a company are sold by the controlling shareholder. An important point to bear in mind is that a shareholder who owns more than 50 percent of the voting interests in a company controls that company. The Government does not propose that a recharacterisation rule should apply to sales of shares in listed companies and sales by portfolio shareholders. This is because the shareholder may not have sufficient information about the tax attributes of the company in order to determine how much of the sale price should be recharacterised as a dividend (these will be discussed later in this chapter). Also, listed companies tend to have a high dividend payout rate anyway. Companies with low dividend payout rates tend to be closely-held companies.
3.23 The proceeds from a share sale would be recharacterised as a dividend if the shareholder (together with associates and other shareholders acting together) controls the company immediately before the sale. It should not matter how large the block of shares sold is, as long as the control criterion is met. This is so there is no ability to avoid recharacterisation by selling shares in small "drip feed" parcels.
3.24 A specific anti-avoidance rule is also proposed, which is intended to capture someone selling first a controlling interest in a company (which would be subject to this rule), followed by selling more shares to the same person (or an associate) after they have divested control. To cover this, it is proposed that the rule would also cover share sales when all the following apply:
The seller (together with associates) did not control the company immediately before the sale.
The sale is made within two years of a previous sale of the company's shares by the seller, or an associate of the seller, to the same buyer (or an associate of that buyer).
The control criterion applied at that time to the earlier sale of shares (that is, the company was controlled by the seller, together with associates, immediately before the earlier sale).
3.25 When shares of a company are sold, a number of different factors affect the value of the shares. These include the value of the underlying assets, including goodwill or capitalised expected future earnings. The value of shares in an operating company may be the higher of capitalised future earnings or the value of the company's net assets (liquidation value). Assets of a company can be funded from a number of financing sources including paid-in capital, company debt, and retained earnings. Retained earnings may include taxable income, capital gains, and other forms of income that are not included in taxable income.
3.26 The tax treatment that applies on the liquidation of a company is instructive for determining how much of a share sale receipt should be treated as a dividend. When a company is liquidated, the shareholders dispose of their shares for the assets of the company (which could be cash if the company has already sold its assets). When a shareholder sells shares to another person, the shareholder disposes of their shares for, usually, a combination of cash and debt.
3.27 In a liquidation, the amount that is a dividend is determined as a residual amount, meaning that all amounts that are not a dividend are determined first and the rest is treated as a dividend. The following are subtracted from the value of the company's property that was distributed in liquidation.
Available subscribed capital (ASC).
The portion of retained earnings that are from realised capital gains.
The value of property that represents unrealised capital gains.
The difference between the (accounting) retained earnings derived from foreign portfolio shares subject to the fair dividend rate (FDR) regime and historic undistributed FDR income.
3.28 What remains is deemed to be a dividend. Imputation credits may be available to use against tax on this income.
3.29 Putting it another way, the dividend amount is taxable income plus income (other than capital gains and the FDR adjustment) that is not included in taxable income. In other words, it includes a clawback of preferences (other than capital gains) as does an operating dividend. The clawback of preferences is usually the amount of the dividend that is not fully imputed. With capital gains and an FDR adjustment specifically excluded from this amount in a liquidation, the potential clawback of preferences may not be significant. It may include things such as dividends from non-portfolio shares in a foreign company.
3.30 The Government does not propose duplicating the liquidation calculation for determining the dividend amount from the sale of shares. This is too complex and uncertain. Determining the unrealised capital gain component if shares of an operating business are sold would be especially difficult, as there would likely be a significant goodwill component which could have increased in value over time.
3.31 Using an accounting concept of retained earnings is possible. This could be adjusted to remove capital gains. Accounting earnings could potentially also capture more earnings than taxable income and so pick up a clawback of preferences amount. However, a disadvantage is accounting standards are more flexible than tax rules, so the standards could vary by taxpayer. However, the degree of variability is still limited by the application of accounting standards, such as International Financial Reporting Standards (IFRS).
3.32 Another option is to refer to the company's ICA balance at the time of the sale in order to calculate the amount of undistributed taxable income that it represents. For example, a $28 ICA balance could be deemed to represent a $72 net dividend or a $100 gross dividend implicit in the price paid for the shares.
3.33 We recognise that this is not a perfect measure. The ICA balance is broadly tax paid less tax refunds and imputation credits distributed. Typically, imputation credits are generated when provisional tax payments are made, and these could be a little higher than the actual tax liability if the uplift method is used to ensure the taxpayer is not charged use of money interest before the final instalment. On the other hand, the payments could be lower than the actual liability. Also, some adjustments, such as the shareholding change debit, could cause the grossed-up ICA to be unrepresentative of undistributed taxable income more significantly.
3.34 Both the accounting retained earnings and grossed-up ICA approaches have strengths and weaknesses. The Government therefore proposes to make the undistributed earnings portion of the grossed-up deemed dividend amount the higher of the grossed-up accounting retained earnings (less non-taxable capital gains) or the grossed-up ICA at the time of sale.
3.35 When a shareholder that (together with associates) controls a company sells shares in the company, a portion of the sale proceeds would be treated as a dividend. That portion is:
the grossed-up undistributed earnings of the company at the time. This is the higher of:
the accounting retained earnings (less non-taxable capital gains) grossed-up to a pre-tax amount (by adding the ICA balance), or
the ICA balance divided by the company tax rate
pro-rated to the proportion of shares sold (the income interest of the shares sold as a percentage).
3.36 This is the amount of gross dividend income included as part of the sale price. If the sale price is less than the corresponding net dividend amount, then the sale price is the net dividend, and that must be grossed up by the amount of imputation credits that are or could be attached to determine the gross dividend.
3.37 The allocated ICA amount is then available to the shareholder to use as a credit. This is illustrated by way of examples later in this chapter. The effect is the shareholder must pay the top up tax if its personal tax rate is higher than the company tax rate.
3.38 Since the retained earnings out of which the dividend is deemed to be paid remain in the company, the seller is treated as if it received the net dividend and immediately returned it to the company as additional capital. To reflect this, the ASC of the company is increased by the deemed net dividend.
3.39 If the ICA balance is not forfeited on sale (which would be the case if the shareholder sells the company to another company that it controls or the sale does not result in a 34 percent change in ownership since the credits arose), then the ICA balance is reduced by the amount of imputation credits used by the seller to reduce its tax on the deemed dividend.
3.40 There are no special consequences for the buyer. The buyer is treated as buying the shares for the price it paid for them, but it does get the benefit of additional ASC in the company generated by the deemed dividend.
Example 4: Calculation of deemed dividend and change in ASC
Shareholder S (an individual on the 39% marginal tax rate) forms company T by contributing $1,000 to a newly incorporated company. T earns $100 over the year. It pays $28 in provisional tax. It does not pay a dividend. It has retained earnings of $72 and an ICA balance of $28.
S sells all the shares in T to P for $1,072. The grossed-up deemed dividend is the ICA balance at the time divided by the company tax rate.
$28 ÷ .28 = $100.
The grossed-up retained earnings are also $100.
$72 + 28 = $100
S is deemed to derive a grossed-up dividend of $100. This is the same amount of income S would have received if S had been paid a fully imputed cash dividend of $72. Tax on this is $39. The $28 imputation credit reduces the net tax to $11.
Company T must eliminate its ICA balance due to breaching the shareholder continuity requirement for carrying forward imputation credits. Even if that rule didn't apply, Company T would decrease its ICA by the amount of imputation credits attached to the deemed dividend. In this case, the ICA balance is reduced from $28 to nil.
The ASC of company T is increased by the amount of the deemed net dividend. The deemed net dividend is the deemed gross dividend reduced by the attached imputation credits.
$100 − $28 = $72.
After the sale, the ASC of T is $1,072.
Pepperidge Profit Accumulating Biscuits Ltd. (PPAB) makes biscuits. It is owned by the Pepperidge family, Peter and Patty Pepperidge and their children Paul and Pam. Peter and Patty own 30 percent each and the children each own 20 percent.
PPAB was founded 15 years ago with a capital contribution of $1 million. It has since made $3 million from making and selling biscuits and has paid tax on that income. It has never paid a dividend. Some of its profits were reinvested in the business and some were used to invest in foreign shares. PPAB has earned $300,000 from the investment in foreign shares, but the taxable income from the shares was $250,000 under the FDR method. PPAB has paid company tax on the FDR income.
Paul has indicated he wants to sell out of the family business so he can start a new business making corn bread and grits. The family agreed the business was worth $8 million and so he would sell his 20 percent interest to Pam for a payment of $1.6 million. He acquired his shares as a gift from his parents and they have the original cost base of $200,000.
Paul has a capital receipt of $1.6 million. There is a $1.4 million capital gain which is not taxable.
The retained earnings at the time of the sale are $2,390,000 and Paul's 20 percent share of that is $478,000. The ICA balance at the time of the sale is $910,000 and Paul's 20 percent share of that is $182,000.
Paul's gross deemed dividend is the higher of $182,000 ÷.28 = $650,000, and $478,000 + 182,000 = $660,000. It has a deemed attached imputation credit of $182,000. Paul's gross tax on the deemed dividend is $660,000 × .39 = $257,400. After deducting the imputation credit of $182,000 he must pay additional tax of $75,400.
As the sale of shares was less than 34 percent, the ICA balance was not forfeited. However, as $182,000 in imputation credits were attached to the deemed dividend, the company's ICA balance is reduced to $728,000.
The net dividend is $660,000 − $182,000 = $478,000. As the deemed net dividend amount was retained in the company, it is treated as if it were immediately contributed to capital. The ASC of the company is increased by $478,000. This will prevent double taxation in the event of a liquidation since that amount has already been treated as a dividend.
3.41 The Government does not propose to limit the deemed dividend to the gain on sale (rather, it should be limited to the total sale proceeds). This is because limiting it to the gain on sale would effectively allow a deduction for a capital loss.
3.42 If a company has accumulated $100 over a year, you would expect it to appreciate in value by $100 over the year. However, if the company only appreciates in value by $50, it means some other asset or part of the business (such as goodwill or land) has depreciated by $50 over the year. This means the deemed dividend amount should not be limited to the gain, as that would implicitly allow the deemed dividend (which should be the entire $100 of retained earnings) to be reduced by the capital loss.
3.43 If the rule did not apply to sales by companies, it may be possible to prevent a deemed dividend from arising by using a holding company structure. Consider the following fact scenario:
A shareholder may own a holding company which owns an operating company.
The operating company has retained earnings, but it never paid a dividend to the holding company.
The holding company sells shares in the operating company, realising a capital gain (not taxed).
The shareholder then sells the holding company (which holds the value of the company that was sold). The ICA balance of the holding company is nil, so this rule would not deem a dividend to arise to the shareholder from the second sale.
3.44 Applying the rule will address this issue because the first sale would result in a deemed dividend to the holding company, and this would transfer the ICA balance to the holding company. When the shareholder then sells the holding company, this rule would apply to deem a dividend arising to the shareholder.
3.45 If a shareholder is selling shares in a parent company of a corporate group (a group being at least 50 percent common ownership), the ICA amount on which the deemed dividend is based should be the net of all ICA debits and credits of each company in the group, as well as the consolidated imputation group if there is one. For companies less than 100 percent owned, the individual ICA amounts should be pro-rated by the portion of ownership.
Example 6: Calculation of deemed dividend and change in ASC for group of companies
Parent, a company, has an ICA balance of $1,000. It has subsidiaries with the following ICA balances:
A company it owns 80 percent of with a $500 balance.
A company it owns 100 percent of with a $100 debit balance.
A company it owns 49 percent of with an $800 balance.
If a shareholder sells its shares in Parent and this rule applies, the ICA balance used for determining the deemed dividend amount is calculated by summing the following amounts:
$1,000 (being Parent's ICA balance)
$400 ($500 × 80%)
Zero (the 49 percent-owned company is not taken into account).
The above calculation gives a total of $1,550. If Parent has consolidated its accounting earnings with its subsidiaries, this amount should reflect the retained earnings of the group (so that would be the amount of retained earnings used without looking through to each underlying company).
ASC adjustments would apply for all companies that contributed to the calculation of the deemed dividend amount because they had retained earnings or a non-zero ICA balance. This would be the net dividend paid from their own retained earnings or grossed-up ICA, plus any amounts deemed on-paid by subsidiaries. The parent company would have an ASC adjustment of the entire net dividend amount deemed to have been derived by the shareholder.
Another approach may be to take the total deemed dividend amount, and pro-rate it among contributing companies in proportion to their respective ICA balances or retained earnings (with parents of subsidiaries also including their subsidiaries' amounts).
3.46 If shares in one controlled company are sold to another controlled company that also has retained earnings or an ICA balance, the amount received is potentially in substitution for dividends paid by both companies. Not only is the amount received by the shareholder potentially a payment for the retained earnings of the sold company, the purchasing company may pay for the shares out of its own retained earnings.
3.47 United States legislation provides that in this case, a dividend is deemed to be paid first by the purchasing company, and if that does not account for all that is paid for the shares, another dividend is deemed to be paid by the target company. This is because the cash or other consideration is being paid by the purchasing company to its shareholder, so it is the purchasing company's earnings that are being transferred to its shareholder. To the extent the purchase price exceeds this amount, it would be paid from the capital reserves of the purchasing company. However, as with the more general rule, if that amount is compensation for the retained earnings of the target company, that would be treated as a dividend from the target company.
3.48 In this case, it is proposed to follow the order used in the United States law (the amount received is first deemed to be paid out of the retained earnings of the purchasing company). This is calculated by grossing up the ICA balance or retained earnings of the purchasing company (or group) as described earlier in the context of determining the amount of a deemed dividend with respect to the sold company. As the purchasing company is paying cash or equivalent to the seller (consideration paid in the form of shares in the purchasing company is not taken into account in determining the amount of the deemed dividend), no amount is deemed to be recontributed to the purchasing company, and there is no adjustment to the ASC of the purchasing company for the deemed dividend amount.
3.49 However, the shareholder should still be entitled to the protection of the ASC of the target company in the case of a liquidation or share repurchase of the group, including the purchasing and target companies, as that ASC would have been available to reduce those amounts if the target company had continued to be owned directly by the shareholder. To reflect this, the ASC of the purchasing company should be increased by the lesser of the market value of the shares it acquired in the target company, and the ASC of the target company.
3.50 If the deemed dividend from the purchasing company does not account for the entire amount paid for the shares, then the amount of a deemed dividend from the target company is determined as described earlier, but this time it is limited to the amount paid after subtracting the deemed dividend from the purchasing company. The ASC of the target company is increased as described earlier. This increase in the ASC of the target company is deemed to happen immediately before the acquisition by the purchasing company, so the increase may also apply to the ASC of the purchaser (that is, an ASC increase of the lesser of the market value of the target company and the ASC of the target company).
Example 7: Sale of controlled company to another controlled company
A shareholder owns all the shares in two companies, Left Pocket Ltd (LPL) and Right Pocket Ltd (RPL).
LPL has ASC of $3,000,000 and retained earnings of $1,440,000. Its ICA balance is $560,000.
RPL has ASC of $1,000,000 and retained earnings of $940,000. Its ICA balance is $560,000. RPL had earned $2,000,000 in taxable income but it has also had a $500,000 capital loss.
The shareholder has decided that it prefers structure diagrams that look vertical instead of horizontal. It has decided that it will sell all the shares in RPL to LPL for its net asset value of $1,940,000.
Consequences for LPL
In this situation, if there is a deemed dividend, it is deemed to arise first from the purchasing company.
The ICA of LPL is $560,000. Dividing this amount by the company tax rate gives a potential gross deemed dividend of $2,000,000 and a net dividend of $1,440,000. As the net dividend amount is less than the amount paid for RPL, the entire $2,000,000 is deemed to be a gross dividend the shareholder derived from LPL.
The shareholder's tax on the deemed dividend from LPL is $2,000,000 × .39 = $780,000. After claiming the imputation credit of $560,000, the shareholder must pay additional tax of $220,000.
Since the entire ICA balance of $560,000 was deemed to be attached to the dividend, LPL's ICA balance is reduced to nil. So that the shareholder is left in the same position from liquidating the parent company as if it liquidated the two companies separately (before reorganisation), the ASC of LPL is increased by the lesser of the value of the shares it received in RPL and RPL's ASC. This would increase the ASC of LPL by $1,500,000 to $4,500,000, taking into account the increase in the ASC of RPL discussed below.
Consequences for RPL
Since the amount paid for RPL was more than the net deemed dividend from LPL, it is necessary to see if there is also a deemed dividend from RPL.
The net deemed dividend from LPL was $1,440,000. Since it paid $1,940,000 for the shares in RPL, there is a remaining $500,000 that could potentially be a net deemed dividend from RPL.
Dividing RPL's $560,000 ICA balance by the company tax rate gives a maximum gross deemed dividend of $2,000,000 and a maximum net dividend of $1,440,000. Since the $500,000 residual (from the amount paid by LPL for the shares in RPL) is less than the maximum net deemed dividend of RPL, the $500,000 is deemed to be a net dividend derived by RPL's shareholder. A net dividend of $500,000 is equivalent to a gross dividend of $694,444.
The shareholder is deemed derive a gross dividend of $694,444 from RPL. Tax at 39% is $270,833. After taking into account the attached imputation credit of $194,444, the shareholder has additional tax to pay of $76,389 (in addition to the tax on the deemed dividend from LPL).
Since the ultimate shareholder of RPL has not changed as a result of the sale, RPL's ICA is not forfeited. However, it must debit its ICA account by the amount deemed attached to the dividend. This is $194,444, so the ICA balance of RPL is reduced to $365,556.
Submissions are sought on all aspects of this proposal, but in particular on the following questions:
Is deeming a dividend to arise when shares are sold (while the company has retained earnings) an appropriate policy outcome?
Should the scope of the proposed recharacterisation rule cover all of scenarios A, B, or C, or only one or two of these scenarios?
Is limiting the scope of the proposed recharacterisation rule to sales of shares by a controlling shareholder appropriate, or do you think this is too broad or too limited?
Is the conceptual basis for quantifying the deemed dividend (that is, undistributed income, not including untaxed capital gains) appropriate?
What do you see as the advantages and disadvantages of the suggested dividend quantification approaches (grossed-up ICA, retained earnings, or a combination of the two), and which of these approaches do you prefer? Is there an alternative approach you would suggest?
Do you agree with the proposed approach (outlined in Example 3) for calculating dividends and ASC adjustments for corporate groups?
Is the approach outlined in Example 4 for a sale of one controlled company to another (existing) controlled company (potentially generating a deemed dividend from both companies) correct conceptually?
[14] United States Internal Revenue Code section 304. ↩

redpajama_set_name: RedPajamaCommonCrawl


2014 has been a relatively one-sided affair in the Gallente – Caldari war zone, as Lowlife has reported on earlier. The so-called pendulum has been firmly stuck in favor of the Gallente since the beginning of the year. It went so far that some Caldari loyalists openly admit to employing a starvation tactic. The theory is that if they did not offer the Gallente any fights, the militia would lose its main motivator for cohesion and fall apart. To a certain extent, it has worked, and some would argue that this, along with guerilla tactics, were the only viable options available to the Caldari. The north-east wing of the war zone, traditionally unpopular amongst the Gallente because of its locale, was quietly re-captured by State forces without much fanfair. Reinstating the old 'border' at the gateway system of Okkamon. Meanwhile, other Caldari stubbornly hold on to a handful of retaken systems on the the north and north-west edges, far away from 'Frog' home systems, along with the ever fought-over Heydieles. Otherwise the war zone has remained more or less static for months. Meanwhile, the Minmatar militia has fallen apart following a renewed focus from Crusader forces. The formation of an Amarr militia coalition focused on a clear vision and the streamlining and unification of the militia has turned the tables. However, rather than the dramatic and bloody Huola campaign that grabbed headlines this summer, the Minmatar have instead been bled to death through relentless pressure, resulting in the departure of key alliances such as Iron Oxide and Late Night Alliance from the TLF. While "Burn Huola" ultimately failed, it was a spectacular affair enjoyed by most parties involved. This time around however, the erosive effect of determined plexing as a form of siege warfare hollowed out the fortress system, and in the end, it was defeated in much the same way as Innia, all those months ago – a shadow of its former self. The strategy also proved efficient precisely because of its grinding and un-spectacular nature. No fleets of Gallente were seen rushing over to aid their Minmatar allies, because there was no dramatic event to draw them out. Instead of attacking a highly motivated enemy with powerful allies, the Amarr first destroyed the morale of the Minmatar, making the taking of Huola inevitable. Several accounts from both sides are not particularly passionate about the conflict of late however, it was done this way because it worked, simple as that.
DJ FunkyBacon – If we could corporate tax LP that would be great.
Sugar Kyle – Yes. This has been asked for quite often. If people do not have the ISK to give their corporation that they could give LP instead.
The rise and success of a militia is based on structure and those CCP Seagull refers to as "enablers". That structure comes from corporations and subsequently, alliances and their leaders. However, in order to run doctrine fleets, ship replacement-, logistical- and training programmes, as well as fund corporate- and alliance level investments, you need taxes. The way FW works however, means that most players income consists of loyalty points, rather than direct ISK through traditional missions or ratting. This works relatively well on a personal level, but not at all on a group level. It means that taxes are denied as a key income stream for most corporations involved in Factional Warfare, making central organisation efforts very difficult to fund. Instead, corporations and alliances are forced to adopt their own systems of collecting a form of tax, unsupported by the game, if they hope to accomplish something more than haphazard roams and gate camps as an entity on any kind of regular basis. This is difficult, time-consuming, and seldom works. It often leads to infighting and loss of motivation, as well as putting a lot of personal pressure on a small number of individuals. The answer, as alluded to by Funky and Sugar above, is a corporation LP tax. This would allow corporations to use LP the same way individuals do (converting LP to ISK by selling loyalty point store items on the market, while also using some of the items directly), in order to fund corporation-, alliance- and militia-level activities and programmes. Wars are fueled by taxes after all. Without taxes there is little financial support for 'enablers' to do their thing and they often have to go looking in their own pockets to fund any projects they might be motivated to do. An LP tax may be just what a militia that's down on their luck needs, motivating leaders and instigators to get things moving again. Most importantly, it allows them to create content for their fellow militia and its enemies, something that should be supported in every way possible. Acknowledgement: Thank you to Uraziel Tsao for the reminder.


text:
using System;
using System.Collections.Generic;
using System.Linq;
using System.Text;
using System.Threading.Tasks;
using RestSharp;

namespace Retrofit.Net
{
    class RequestBuilder
    {
        private readonly RestMethodInfo methodInfo;
        private readonly object[] arguments;

        public RequestBuilder(RestMethodInfo methodInfo, object[] arguments)
        {
            this.methodInfo = methodInfo;
            this.arguments = arguments;
        }

        public IRestRequest Build()
        {
            var request =  new RestRequest(methodInfo.Path, methodInfo.Method);
            request.RequestFormat = DataFormat.Json; // TODO: Allow XML requests?
            for (int i = 0; i < arguments.Count(); i++)
            {
                Object argument = arguments[i];
                var usage = methodInfo.ParameterUsage[i];

                switch (usage)
                {
                    case RestMethodInfo.ParamUsage.Query:
                        request.AddParameter(methodInfo.ParameterNames[i], argument);
                        break;
                    case RestMethodInfo.ParamUsage.Path:
                        request.AddUrlSegment(methodInfo.ParameterNames[i], argument.ToString());
                        break;
                    case RestMethodInfo.ParamUsage.Body:
                        request.AddBody(argument);
                        break;
                    default:
                        throw new ArgumentOutOfRangeException();
                }
            }

            return request;
        }
    }
}

redpajama_set_name: RedPajamaGithub


text:
Who Was Shaq's Best SideKick?
Posted on June 2, 2011 April 15, 2016 by GetRealSports
The man we call Shaq is retiring from the game of basketball. Shaq played 19 seasons in the NBA. He's fifth in the all-time NBA's scoring list. He had 15 appearances in the NBA All-Star Game. Shaq's personality captivated the entire
NBA for many years. There will never be another Shaq. It's a sad day in the NBA and we will missed him.
Shaq won 4 NBA Championships and Shaq had some good sidekicks to help him win those titles. The last title he won was with the Miami Heat, 2006. Shaq's sidekick was Dwyane Wade aka Flash. Shaq and Flash were a great tandem, just ask Dirk and Jason Terry.
Shaq won his other 3 titles with the Los Angeles Lakers. Shaq
played eight seasons with Lakers and we all know about his teammate and
sometimes rival, Kobe Bryant. Kobe and Shaq were able to put their differences
aside to win 3 titles, but the Lakers soon realize that the city was not big enough for the both of them.
Then there was Penny Hardaway. Penny and Shaq were teammates
in Orlando for three seasons. Shaq only played four seasons in Orlando and
people can only wonder what could have been. Shaq and Penny lead the young and
gifted Magic to the NBA Finals in 1995, but they loss to the Houston Rockets.
So, who was Shaq's best sidekick? A lot people will say Kobe,
because he won three rings with Kobe. But, you can make the argument that Wade
won a championship with a much older Shaq. So were does this leave Penny?
I believe Penny was his best sidekick. Penny was a 6'7
point guard that could do it all. He was the blueprint for the other guys. Penny
was one of the few players Jordan had a hard stopping and Jordan had a lot of respected for Penny.
Penny and Shaq accomplished a lot together in three seasons. The Shaq and Penny days are still admired by those who love the game of basketball. I just wonder what could have been. How many championships could they have won together? Would Jordan have won all those titles if Penny and Shaq stayed together? What is your opinion? Who do you believe was Shaq's best sidekick?
One thought on "Who Was Shaq's Best SideKick?"
Yo, I think Penny was the best side kick due to the position he played. Kobe and Wade played the 2 primarily and they were scorers rather than distributors. Penny and Shaq was on their way to becoming the next Magic and Kareem. If Shaq would have stayed they would have got atleast 2-3 rings if Penny would have stayed healthy.
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text:
Q: Solving ODE by Laplace transform Maybe my mistakes are in some simple calculations, sorry if that is the case.
I want to solve the following ODE by Laplace transform:
$$\begin{cases}
y''+2y'+2y=t\delta_{\pi}(t)+u_{4}(t)  \\
y(0)=1\,,y'(0)=1.
\end{cases} $$
Calling $\mathcal{L}\{y(t)\}=F(s),$ I will use that:

*

*$\mathcal{L}\{y'(t)\}=s\mathcal{L}\{y(t)\}-y(0)=sF(s)-1$;

*$\mathcal{L}\{y''(t)\}=s^{2}\mathcal{L}\{y(t)\}-sy(0)-y'(0)=s^2-s-1;$

*$\displaystyle\mathcal{L}\{u_{4}(t)\}=\frac{e^{-4s}}{s};$

*$\displaystyle\mathcal{L}\{t\delta_{\pi}(t)\}=(-1)^{1}(\mathcal{L}\{\delta_{\pi}(t)\})'=-\frac{d}{ds}\left(\frac{e^{-\pi s}}{s}\right)=\frac{e^{-\pi s}(s\pi+1)}{s^{2}};$
So, I have
$$s^2F(s)-s-1+2sF(s)-2+2F(s)=\frac{e^{-\pi s}(s\pi+1)}{s^2}+\frac{e^{-4s}}{s} \\
\implies F(s)=\frac{e^{-\pi s}(s\pi+1)+se^{-4s}+s^3+3s^2}{s^2(s^2+2s+2)}. $$
Did i go wrong somewhere? If I didn't, what can I do?

A: you may simplify a little
$$\implies F(s)=\frac{e^{-\pi s}(s\pi+1)+se^{-4s}+s^3+3s^2}{s^2(s^2+2s+2)}.$$
$$\implies F_1(s)=\frac{s+3}{(s^2+2s+2)}=\frac{s+1}{((s+1)^2+1)}+\frac{2}{(s+1)^2+1}$$
you have a cosine function and a sine function
$$\mathcal{L^{-1}}(F_1(s))=e^{-t}(\cos (t)+2\sin(t))$$
$$\implies F_2(s)=\frac{e^{-4s}}{s(s^2+2s+2)}.$$
$$\implies F_2(s)=e^{-4s}(\frac{1}{s((s+1)^2+1)})=\frac {e^{-4s}}2 \left (\frac{1}{s}-\frac {(s+2)}{(s+1)^2+1)} \right )$$
$$ \mathcal{L^{-1}} F_2(s)=\frac {u_4(t)}2 \left (1-e^{-(t-4)}(\cos (t-4)+\sin(t-4)) \right )$$
Try fraction decomposition method for the last expression.

redpajama_set_name: RedPajamaStackExchange


Thanks to Tom B and some looking on stackoverflow, my notebook program has not got a scroll bar. A few bugs still exist, but I will find a way to iron those out Note the black box within the window. However this stays the same when the window is resized.
For the purpose of clarity, here is the full magic 8 gui program, Feel free to copy / paste and run.


text:
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Do you like to explore new wines?
Are you interested in learning about wine?
Ever wondered how chefs and sommeliers pair wine with food?
Are you interested in learning tips and ideas for enhancing your meals at home, or picking the right wine off of a restaurant menu?
Are you the person in your crowd who loves to try new and interesting foods and flavors?
Whether you are just warming to the idea of wine, have some knowledge, or consider yourself an experienced oenophile, you'll get something out of this adventure. We always start with the basics, and add in more advanced tips as we go. This is a conversation, not a lecture – so feel free to ask questions or contribute your own thoughts!
When we put together a Pairing Adventure we taste many wines, and choose the ones we'll pour based on the flavors, the opportunity to introduce a new varietal or region, and the price point.
We then pick our cupcake flavors, (and these are not your grandma's cupcakes) based on the flavors the wines present. Using both sweet and savory flavors and spices – we work with local bakers to create the best mini-cupcakes possible – ones that will enhance your wine experience.
We use local bakers, and small local wine shops or wine bars (or beer pubs), so you are supporting 3 local businesses with one event.
When you attend our events you should leave having experienced a new wine or two, thinking about different flavors to introduce into your own meals, and with a new understanding of how to pair your wine (or beer) and your meals to complement, not clash.
Wine newcomers are always welcome. We'd love to have you at a Pairing Adventure!
Now, if you are excited – Check out the Calendar of Events or the main page for tickets!
And if your club, group, or organization is looking for an entertaining and educational event, please contact MissWineOH at Gmail.com – we can work with most any idea, group size or budget.
Outside of writing great blogs that you should all read – you should also follow these lovely ladies on twitter.
I think this is a great explanation of why the tastings are so fun! Miss WineOH does a fantastic job. And thanks for the blog love, too!
Hi, Billy and Kato!Please save the passes for aohentr truly deserving soul; I've just been on a Niagara jaunt and loved every moment of it! Still, I couldn't pass up the chance to respond to your question. What have I learned? Well, considering all the dog-eared pages and scribbled margin notes in my last 4 editions of Billy's Best, I hope that I've picked up a tip or two! But here's the rub: turns out that it isn't wine knowledge that's most important after all. It's wine feel. Your books have given me something far more valuable than a short list of good wines. They've given me the confidence to chart my own course, to look beyond the nice stuff to find some real hidden treasures. Turns out that the road less travelled is truly an exhilarating ride! Thanks again for the compass.


Describe an environmental problem in your country.
and explain how this problem could be solved.
植被破坏(deforestation),romove tons of topsoil a day.
最好的,turn cultivated land back into grasslands and forests. This is an important measure to control water loss and soil erosion.
Walk down any city street or village road, turn any corner, find a spot at the beach or in a park and you will find mounds and mounds of dirty plastic bags, food wrappings, plastic cups, bottles and cartons lie piled high, or blocking drainage systems and sewers. The road outside our house is littered with flimsy multi-coloured plastic bags. The wind blows these bags into the open gutter. The bags collect and block the gutter which then spills on to the road. Mosquitoes thrive in the stagnant water. Pigs and rats wallow in the slime, carrying disease. The place stinks and the air is polluted. The garbage men refuse to clean the gutters... they are only paid to clear the litter off the streets! So the clutter and slime increases every week.
Who is responsible for all this litter and mess and the polluted atmosphere? We are of course! Every one of us. Although each one of us contributes to the problem, none of us is willing to be part of the solution to it. So the Tamil Nadu Government is keen on taking a drastic step to curb the use of plastics and make the roads clean and environmentally safe. The government's desire to introduce a bill that would ban plastic bags and other plastic items is a desperate attempt to control the huge environmental and health hazards that face us today.
Do we see the proposed ban as a necessary measure? Or will it be fought against with passion by the plastic industry? Each year, as industry produces more and more non-essential products individually and excessively packaged in plastic, we throw away more and more trash. Plastic razors can only be used a few times before disposal, then more must be bought, making the plastic and razor industries rich and happy. Pens used to be filled with ink, today we use them, throw them away and go out and buy another one. The pen industries make a lot of money too. Many household appliances are designed to become obsolete within a short duration and that guarantees that you'll just have to buy new ones next year.
To a large extent, our garbage problem is a result of a corporate business ethic that puts profits before people and the environment. Industry pushes the advantages of "disposability'' to the public because it suits them and it pays well. The profit from disposability goes into the pockets of only a few but the hazards of disposability are faced by many more.
The proposed ban makes me realise that each one of us should develop a sense of responsibility not just towards the litter on our roads but also towards the things we buy and use and throw away.


text:
using System.Collections;
using System.Collections.Generic;

namespace IronPython.Runtime {

    public class ListGenericWrapper<T> : IList<T> {
        private IList<object> _value;

        public ListGenericWrapper(IList<object> value) { this._value = value; }

        #region IList<T> Members

        public int IndexOf(T item) {
            return _value.IndexOf(item);
        }

        public void Insert(int index, T item) {
            _value.Insert(index, item);
        }

        public void RemoveAt(int index) {
            _value.RemoveAt(index);
        }

        public T this[int index] {
            get {
                return (T)_value[index];
            }
            set {
                this._value[index] = value;
            }
        }

        #endregion

        #region ICollection<T> Members

        public void Add(T item) {
            _value.Add(item);
        }

        public void Clear() {
            _value.Clear();
        }

        public bool Contains(T item) {
            return _value.Contains(item);
        }

        public void CopyTo(T[] array, int arrayIndex) {
            for (int i = 0; i < _value.Count; i++) {
                array[arrayIndex + i] = (T)_value[i];
            }
        }

        public int Count {
            get { return _value.Count; }
        }

        public bool IsReadOnly {
            get { return _value.IsReadOnly; }
        }

        public bool Remove(T item) {
            return _value.Remove(item);
        }

        #endregion

        #region IEnumerable<T> Members

        public IEnumerator<T> GetEnumerator() {
            return new IEnumeratorOfTWrapper<T>(_value.GetEnumerator());
        }

        #endregion

        #region IEnumerable Members

        IEnumerator IEnumerable.GetEnumerator() {
            return _value.GetEnumerator();
        }

        #endregion
    }

    public class DictionaryGenericWrapper<K, V> : IDictionary<K, V> {
        private IDictionary<object, object> self;

        public DictionaryGenericWrapper(IDictionary<object, object> self) {
            this.self = self;
        }

        #region IDictionary<K,V> Members

        public void Add(K key, V value) {
            self.Add(key, value);
        }

        public bool ContainsKey(K key) {
            return self.ContainsKey(key);
        }

        public ICollection<K> Keys {
            get {
                List<K> res = new List<K>();
                foreach (object o in self.Keys) {
                    res.Add((K)o);
                }
                return res;
            }
        }

        public bool Remove(K key) {
            return self.Remove(key);
        }

        public bool TryGetValue(K key, out V value) {
            object outValue;
            if (self.TryGetValue(key, out outValue)) {
                value = (V)outValue;
                return true;
            }
            value = default(V);
            return false;
        }

        public ICollection<V> Values {
            get {
                List<V> res = new List<V>();
                foreach (object o in self.Values) {
                    res.Add((V)o);
                }
                return res;
            }
        }

        public V this[K key] {
            get {
                return (V)self[key];
            }
            set {
                self[key] = value;
            }
        }

        #endregion

        #region ICollection<KeyValuePair<K,V>> Members

        public void Add(KeyValuePair<K, V> item) {
            self.Add(new KeyValuePair<object, object>(item.Key, item.Value));
        }

        public void Clear() {
            self.Clear();
        }

        public bool Contains(KeyValuePair<K, V> item) {
            return self.Contains(new KeyValuePair<object, object>(item.Key, item.Value));
        }

        public void CopyTo(KeyValuePair<K, V>[] array, int arrayIndex) {
            foreach (KeyValuePair<K, V> kvp in this) {
                array[arrayIndex++] = kvp;
            }
        }

        public int Count {
            get { return self.Count; }
        }

        public bool IsReadOnly {
            get { return self.IsReadOnly; }
        }

        public bool Remove(KeyValuePair<K, V> item) {
            return self.Remove(new KeyValuePair<object, object>(item.Key, item.Value));
        }

        #endregion

        #region IEnumerable<KeyValuePair<K,V>> Members

        public IEnumerator<KeyValuePair<K, V>> GetEnumerator() {
            foreach (KeyValuePair<object, object> kv in self) {
                yield return new KeyValuePair<K, V>((K)kv.Key, (V)kv.Value);
            }
        }

        #endregion

        #region IEnumerable Members

        IEnumerator IEnumerable.GetEnumerator() {
            return self.GetEnumerator();
        }

        #endregion
    }

    public class IEnumeratorOfTWrapper<T> : IEnumerator<T> {
        IEnumerator enumerable;
        public IEnumeratorOfTWrapper(IEnumerator enumerable) {
            this.enumerable = enumerable;
        }

        #region IEnumerator<T> Members

        public T Current {
            get { return (T)enumerable.Current; }
        }

        #endregion

        #region IDisposable Members

        public void Dispose() {
        }

        #endregion

        #region IEnumerator Members

        object IEnumerator.Current {
            get { return enumerable.Current; }
        }

        public bool MoveNext() {
            return enumerable.MoveNext();
        }

        public void Reset() {
            enumerable.Reset();
        }

        #endregion
    }

    [PythonType("enumerable_wrapper")]
    public class IEnumerableOfTWrapper<T> : IEnumerable<T>, IEnumerable {
        IEnumerable enumerable;

        public IEnumerableOfTWrapper(IEnumerable enumerable) {
            this.enumerable = enumerable;
        }

        #region IEnumerable<T> Members

        public IEnumerator<T> GetEnumerator() {
            return new IEnumeratorOfTWrapper<T>(enumerable.GetEnumerator());
        }

        #endregion

        #region IEnumerable Members

        IEnumerator IEnumerable.GetEnumerator() {
            return GetEnumerator();
        }

        #endregion
    }
}


text:
Reading: Death Notices of Colleagues
Death Notices of Colleagues
Douglas R. Givens
Research Associate Peabody Museum of Archaeology and Ethnology Harvard University, US
How to Cite: Givens, D.R., 1998. Death Notices of Colleagues. Bulletin of the History of Archaeology, 8(1), p.26. DOI: http://doi.org/10.5334/bha.08110
Published on 20 May 1998.
Givens, D.R., 1998. Death Notices of Colleagues. Bulletin of the History of Archaeology, 8(1), p.26. DOI: http://doi.org/10.5334/bha.08110
Givens DR. Death Notices of Colleagues. Bulletin of the History of Archaeology. 1998;8(1):26. DOI: http://doi.org/10.5334/bha.08110
Givens, D. R. (1998). Death Notices of Colleagues. Bulletin of the History of Archaeology, 8(1), 26. DOI: http://doi.org/10.5334/bha.08110
1. Givens DR. Death Notices of Colleagues. Bulletin of the History of Archaeology. 1998;8(1):26. DOI: http://doi.org/10.5334/bha.08110
Givens DR, 'Death Notices of Colleagues' (1998) 8 Bulletin of the History of Archaeology 26 DOI: http://doi.org/10.5334/bha.08110
Givens, Douglas R.. 1998. "Death Notices of Colleagues". Bulletin of the History of Archaeology 8 (1): 26. DOI: http://doi.org/10.5334/bha.08110
Givens, Douglas R.. "Death Notices of Colleagues". Bulletin of the History of Archaeology 8, no. 1 (1998): 26. DOI: http://doi.org/10.5334/bha.08110
Givens, D R. "Death Notices of Colleagues". Bulletin of the History of Archaeology, vol. 8, no. 1, 1998, p. 26. DOI: http://doi.org/10.5334/bha.08110


text:
package org.blockartistry.mod.ThermalRecycling.items;

import org.blockartistry.mod.ThermalRecycling.util.ItemBase;

public class RecyclingScrap extends ItemBase {

	public static final int POOR = 0;
	public static final int STANDARD = 1;
	public static final int SUPERIOR = 2;

	private static final String[] types = new String[] { "poor", "standard",
			"superior" };

	public RecyclingScrap() {
		super(types);

		setUnlocalizedName("RecyclingScrap");
		setMaxStackSize(64);
	}
}


The iPS Efficiency Check qPCR Kit lets you easily quantitate expression levels of key senescence markers to help you determine somatic cell reprogrammability, senescence marker expression levels (before and during reprogramming), and whether siRNA or knockdown construct(s) are required to enhance the efficiency of induced pluripotent stem (iPS) cell generation.
The kit provides all of the reagents needed to assess your target cell's reprogrammability. It features prevalidated, forward and reverse primer mixes specific for four key senescence markers and one housekeeping (control) gene (Table I). It also includes all of the reagents necessary for RNA extraction, first-strand cDNA synthesis, and quantitative real-time PCR. We also offer the iPS Efficiency Check qPCR Primer Set, which simply contains the prevalidated, forward and reverse primer mixes listed below for easy integration into your lab's existing workflow.
The iPS Efficiency Check qPCR Kit offers a simple way to check the expression levels of key senescence markers in target cells before and during somatic cell reprogramming. High levels of senescence markers in somatic cells—relative to those in embryonic stem (ES) or induced pluripotent stem (iPS) cells—have been shown to negatively affect cell reprogramming. Consequently, the levels of these markers can be used to determine a target cell's reprogrammability, and whether siRNA or knockdown construct(s) are required to enhance the efficiency of iPS cell generation. The kit includes 5 primer mixes-specific for genes encoding four senescence markers (Arf, Ink4a, p21, and p53) and one control gene-plus the reagents necessary for RNA extraction, first-strand cDNA synthesis, and quantitative real-time PCR.
The iPS Efficiency Check qPCR Primer Set provides primers for quantitative real-time PCR expression analysis of four senescence markers (Arf, Ink4a, p21 and p53) and one housekeeping gene (beta-Actin). High expression of these markers in target cells is known to be a barrier to iPS cell generation. Consequently, the expression levels of these genes can be used to determine a target cell's reprogrammability, and whether siRNA or knockdown construct(s) are required to enhance the efficiency of iPS cell generation.


text:
Annual Conferences >
Hotel, Directions, Parking
Puppy Mill Division Donation Drive
Charity Credentials
Animal Law Guild Conference 2015
Collaboration in Animal Law
Combating Criminal Animal Cruelty and Puppy Mills
The Animal Law Guild Conference 2015 is the second annual conference for the Animal Law Guild. This year's conference will focus on two wide-reaching areas of animal law - criminal animal cruelty and puppy mills - where collaboration has been and continues to be a critical factor in advancing legal protections for animals. This exciting animal law conference will feature leaders from across the nation who have been instrumental in moving the law forward and expanding protections for animals in these areas through legislation, litigation, criminal prosecution, education, grassroots advocacy, and film. The goal of the conference is to bring together, inspire, and educate attorneys, law students, law professors, and community leaders who share the Animal Law Guild's mission to Raise the BAR for Animals™ through legal advocacy. The Conference is co-presented by the Animal Law Guild and Public Interest Law Department at Loyola Law School.
Animal Law Guild Conference 2015:
"Collaboration in Animal Law: Combating Criminal Animal Cruelty and Puppy Mills"
Date: Saturday, September 26, 2015
Time: 8:45 a.m. – 6:00 p.m. with Networking Reception to follow
Location: Loyola Law School, 919 Albany Street, Los Angeles, CA 90015
Robinson Court Room (G102), Girardi Advocacy Center
CLE: 6.0 Units CA CLE for attorneys
Featured Speakers: (Click HERE for Speaker Bios)
This distinguished group of speakers includes: current and previous prosecutors from the Los Angeles County District Attorney's Office, Los Angeles City Attorney's Office, and Virginia Attorney General's Office; leaders from the national animal protection organizations The Humane Society of the United States, ASPCA, and Best Friends Animal Society; accomplished animal law practitioners and litigators; animal law professors and authors; recipients of the American Bar Association's Excellence in the Advancement of Animal Law Award; highly regarded animal law pioneers, lobbyists, and grassroots advocates; and the Co-Founders of the Animal Law Guild.
· Meena Alagappan, Executive Director, Humane Education Advocates Reaching Teachers (HEART)
· Bob Baker, Executive Director, Missouri Alliance for Animal Legislation
· Carol Bradley, Author, "Saving Gracie: How one dog escaped the shadowy world of American Puppy Mills"
· Sande Buhai, Clinical Professor & Director of Public Interest Dept, Loyola Law School
· Robert Ferber, Animal Welfare Attorney (Former L.A. City Prosecutor)
· Christopher E. Grimes, Director, Dog By Dog Documentary
· Nicole Herft, Associate, Winston & Strawn LLP & Chair, Animal Law Guild
· Thomas G. Kelch, Professor of Law, Whittier Law School
· Deborah Knaan, Deputy District Attorney and Supervisor, Animal Cruelty Division at Los Angeles County District Attorney's Office
· Christina Ksoll, Executive Producer, Dog By Dog Documentary
· Elizabeth Oreck, National Manager, Puppy Mill Initiatives, Best Friends Animal Society
· Gina Miller, Esq., Manager, Puppy Mills Campaign, ASPCA Anti-Cruelty
· Sherry Ramsey, Director of Animal Cruelty Prosecutions, The Humane Society of the United States
· Shelley Rizzotti, Esq., Co-founder, The Animal Protectorates & Vice-Chair, Animal Law Guild
· Joan Schaffner, Associate Professor of Law, George Washington University Law School
· Bruce Wagman, Partner, Schiff Hardin LLP
· Michelle Welch, Assistant Attorney General, Virginia Attorney General's Office
Past Animal Law Guild Conferences:
2014: Trailblazers of Animal Law: Pathways to Practice and How to Create A Path Where One Doesn't Exist
The Animal Law Guild is a nonprofit think tank of attorneys and law students dedicated to making the world a better place for the animals we share it with through legal advocacy. We seek to unite legal professionals from diverse backgrounds in a respectful and supportive environment with the aim to discover, discuss, pursue and promote ideas and creative solutions to move the law forward for animals.
Copyright © 2019 ANIMAL LAW GUILD | Privacy Policy • Disclaimer and Copyright • Social Media Terms of Use
Contact: Animal Law Guild P.O. Box 1645, Burbank, CA 91507 (818) 934-4268


text:
Timberland is a village in the North Kesteven district of Lincolnshire, England. The population of the civil parish (including Thorpe Tilney) at the 2011 census was 578.  It is situated  north-east from Sleaford, and on the Timberland Fen. Its closest neighbouring village is Martin, less than  to the north.

History
Genealogical records began around the 17th century showing that Timberland was a medieval village, possibly a small market town. The parish church is dedicated to St Andrew, and its parish records date back even further, to 1563.

The village Scopwick and Timberland railway station is now closed.

Geography
Timberland is situated near the Car Dyke, which used to be navigable. The village is  west from Tattershall,  north-east from Sleaford, and  south-west from Woodhall Spa.

Set within a patchwork of fields in the wetlands of the Lincolnshire Fens, the village is just south of the River Witham and near to the village of Martin. The illustrated signpost with the town name has a plaque above showing the nearby Car Dyke waterway which was once navigable but later drained by small canals to make the surrounding land suitable for farm use.

Thorpe Tilney Hall is to the south-west. It was used as a setting for the BBC's 1980 Pride and Prejudice as Longbourn Hall.

The parish boundary with Walcott crosses the B1189 at Thorpe Tilney, part of the parish, to the south. To the west it meets Digby, then further north meets Scopwick, crosses the B1191, and follows the north-south Sleaford-Lincoln railway. It meets Martin, and the boundary passes eastwards, just south of the Metheringham Airfield Visitor Centre. It crosses the north-south B1189 then, between the village and Martin it follows part of Car Dyke around the south of Martin Wood, and follows Timberland Delph to the north-east. Timberland Drove follows this waterway to the south. At the River Witham, it meets East Lindsey and Woodhall Spa. This part of the parish is called Timberland Dales, and to the south is Thorpe Tilney Dales, and the boundary meets Tattershall Thorpe. At Engine Drain, the boundary heads westward from the River Witham, where it meets Dogdyke. At the junction of Dales Head Dike, it meets Walcott, and follows Walcott Delph and Walcott Bank westwards over Thorpe Tilney Fen. Towards Walcott it briefly follows Car Dyke northwards.

Amenities
The village hall is the centre of village activities. There is a primary and middle school for local children nearby in the village of Martin. The partly Norman Anglican church of St Andrew's seats around 200 people. In the village is a Wesleyan  Methodist chapel, and a public house, The Penny Farthing Inn. The surrounding area has small guest houses and other public houses.

References

External links

Villages in Lincolnshire
Civil parishes in Lincolnshire
North Kesteven District

redpajama_set_name: RedPajamaWikipedia


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I wanted to play with the "Sheltering Tree" set. I was leaning more towards a winter card and somehow I ended up with a masculine sympathy card.
I used Early Espresso for the base of the card and for the ink.
I used the words from the "Love & Sympathy" set.
I am not thrilled with this card. It's great for a masculine sympathy card but I wanted to make a leafless tree winter card. I'll give it another try in a few days. Maybe!!!