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Hey everybun. I have a brand new Leesha's Lacquer polish to show you all today that surprised even me!
Chameleon, which was named after the mica I used to create it is quite a chameleon indeed! I've been wearing this for 3 days now and I've went from meh to ohmygoodnesswhatwaswrongwithmebefore!
Here it is, CHAMELEON!
|With Flash
More pictures in different lighting when you click below!
|Under artificial light
|Under natural light
As you can see, in all 3 pictures above, chameleon shows a different color! In dim lighting it is a pearly bronze, under flash it's a bright bronze, under artificial it shows orange-ish and under natural it's a pretty little clay earthen bronze.
In certain lights you can see blue flecks and in others you see those beautiful holo bits.
This was 2 coats with top coat to bring out the holo/blue flecks. Dry time was super quick and no chips have been had as of this post.
I was very surprised with this polish and you can find it right here in my shop.
Thanks for stopping by!


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The client
Babilou has the largest private network of crèche facilities in France and is a leader in workplace crèches.
The digital space is strategic for Babilou, enabling them to address the enterprise market and local communities.
The project
Babilou wants smoother relations between its teams, human resources and parents working at their client organisations, by facilitating the enrolment process, management of available places and communication via a digital platform.
MyStudioFactory supports Babilou in their digital transformation, and improves the communication process with both business customers and working parents.
MyStudioFactory designed a new digital platform that combines the early childhood universe with that of the client companies.
We have refined the user experience, made all the technical development and trained operational teams to the new tools.
Babilou now has a responsive web solution on desktop, tablet and mobile as well as a bespoke CMS allowing them to create, customise and run the sites for each of its clients.

subset: commoncrawl


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Size A3 (297mm x 420mm or 111/2" x 16 1/2")
I truly enjoyed working down the page of this ZIA with all the orbs spilling out to freedom.
Monday, April 18, 2011
Posted by Shelly Beauch at 6:52 PM
11 comments:
Loving those Huggins buttons! Very expressive, this one. :)ReplyDelete
This is SO gorgeous!! I Love it!ReplyDelete
This is fabulous - I love the many tangles used and their integration into the whole.ReplyDelete
That is absolutely beautiful! I can see so many flowers within this one.ReplyDelete
Another gorgeous piece!ReplyDelete
Could you translate your explanation into English for those of us who don't speak the language? A3 what??ReplyDelete
Sorry Jean, A3 is 297mm x 420mm or 11 1/2 x 16 1/2 inches and the paper is 265gsm bamboo.ReplyDelete
Looks like you are having WAY too much fun..........MariaReplyDelete
Free it is! Your flow is so uniquely yours... gorgeous!ReplyDelete
This is gorgeous,i love everything about it..!!!ReplyDelete
chris richards
Thanks so much everyone for visiting and your lovely thoughts!ReplyDelete
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Green Island Left (Île Verte) Swell Statistics, Autumn: All Swell – Any Wind
The graph describes the range of swells directed at Green Island Left over a normal southern hemisphere autumn and is based upon 8682 NWW3 model predictions since 2007 (values every 3 hours). The wave model does not forecast wind or surf right at the coast so we have chosen the best grid node based on what we know about Green Island Left, and at Green Island Left the best grid node is 38 km away (24 miles).
The rose diagram shows the distribution of swell directions and swell sizes, while the graph at the bottom shows the same thing but lacks direction information. Five colours show increasing wave sizes. The smallest swells, less than 0.5m (1.5 feet), high are coloured blue. These were forecast only 2% of the time. Green and yellow illustrate increasing swell sizes and highest swells greater than >3m (>10ft) are shown in red. In both graphs, the area of any colour is proportional to how often that size swell happens.
The diagram indicates that the prevailing swell direction, shown by the longest spokes, was S, whereas the the dominant wind blows from the ESE. Because the wave model grid is offshore, sometimes a strong offshore wind blows largest waves away from Green Island Left and away from the coast. We lump these in with the no surf category of the bar chart. To avoid confusion we don't show these in the rose graph. Because wind determines whether or not waves are clean enough to surf at Green Island Left, you can view an alternative image that shows only the swells that were forecast to coincide with glassy or offshore wind conditions. During a typical southern hemisphere autumn, swells large enough to cause surfable waves at Green Island Left run for about 98% of the time.
IMPORTANT: Beta version feature! Swell heights are open water values from NWW3. There is no attempt to model near-shore effects. Coastal wave heights will generally be less, especially if the break does not have unobstructed exposure to the open ocean.


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These are so so adorable!! I almost want one for myself! Lol Have a lovely day!! xo Holly
Super adorable!! Pinned :)
These are adorable. Wish you were around to make them 17+ years ago when my kids were little and in day care.
These are adorable and so practical too. What a lovely idea to make a child feel 'at home' while traveling.Blessing hugs,Teresa
Just adorable... with love Janice
comments ♥ i just love them and read them all (sometimes twice) (heehee) ...


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|Birthday decorations.
Little J was waffling between a Harry Potter theme and Pokemon. I pushed for Pokemon because I figured more of his friends would be into it and with the popularity of Pokemon Go I knew it'd be easy to get ideas. Plus, I imagined a big scavenger hunt game - a real live Pokemon Go for the kids.
I've never done a scavenger hunt before and had no idea how to pull one off. But here's how we did it.
|Pick a Pokemon.
|Very proud of my Pikachu.
|Pin the tail on Pikachu!
|Pikachu's tails.
|Coloured pingpong balls.
|Trying to catch Pokemon.
|Little K doing her best.
|Pokemon loot bags.
|Pretty cool cake.
|Birthday boy.
|"Tackle football."
|Blowing off energy.
|Card trading.


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Day two of this month's DD is perfect for a beach party and was loosely inspired by THIS gorgeous Valentino clutch.
I interpreted it freely and adapted it to the season, so you'll notice they look different.
I used turquoise bead but rather than applying golden feathers around them, I used shells for a summery feel.
If you feel this is too many embelishments for you, I've got your back.
When removing it all, I was left with a nice intact surface nonetheless, so I came up with another look, simple to achieve and gorgeous to look at.
I applies Dance Legend 925 on top of the sand gradient and voilà - gorgeous look, with a more discreet feel to it.
Let me know down below how you like these and don't forget to check the inlinkz gallery.
Hugs & Kissies,
Mina *


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The active ingredients in each Excedrin Migraine tablet are 250 milligrams of acetaminophen, 250 milligrams of aspirin and 65 milligrams of caffeine, according to the official company website. Acetaminophen and aspirin are pain relievers, while caffeine helps the pain relievers work more effectively.
The inactive ingredients in the medication are benzoic acid, carnuba wax, hydroxypropyl cellulose, hydroxypropyl methylcellulose, microcrystalline cellulose, mineral oil, polysorbate 20, povidone, propylene glycol, simethicone emulsion, sorbitan monolaurate and stearic acid, states the company website. Excedrin Migraine may also contain FD&C blue no. 1 and titanium dioxide.
Common side effects of Excedrin Migraine include nausea, vomiting, stomach upset, restlessness and insomnia, according to WebMD. Serious side effects include severe dizziness or fainting, persistent stomach pain, ringing in ears, irregular heartbeat, and easy bruising or bleeding. Black or tarry stools and vomit that looks like coffee grounds are also among the serious side effects for Excedrin Migraine.
People who have ever had an allergic reaction to aspirin or other nonsteroidal anti-inflammatory medications, or who have aspirin-sensitive asthma, should not take Excedrin Migraine, notes WebMD. People with blood clotting disorders, anemia, ulcers, gout and poorly controlled diabetes should use Excedrin Migraine with caution. People with kidney and liver disease, high blood pressure, and heart disease should also use Excedrin Migraine with caution.


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The UN refugee agency has issued an urgent appeal for more funding in order to step up its assistance to refugees in South Sudan and neighbouring Ethiopia.
A UNHCR spokesman Adrian Edwards described the situation in South Sudan as among the most critical the agency now faces. An initial funding appeal in January was based on a refugee population not exceeding 135,000 people. There are currently some 162,500 refugees in South Sudan and 36,500 in Ethiopia. The contributions UNHCR has so far received for South Sudan "have been exhausted" said Edwards.
A sharp surge in refugee numbers in recent weeks in Upper Nile state has seen an average of 1000 new arrivals every day.
Edwards said many of the new arrivals were in a desperate state with large numbers of children in urgent need of assistance to combat malnourishment. "We are very concerned about the growing mortality rates in the refugee camps," he said. "Water shortages present a life-threatening risk, particularly for an already weakened population." The agency is establishing a baseline survey to gain a better picture of the situation.
UNHCR says it is currently planning for a refugee population in South Sudan of up to 235,000 people. Funding needs for the operation now exceed US$ 219 million said Edwards, though the agency has so far received just 45.9 million, or less than 21 per cent of what is required. UNHCR is not expecting a further dramatic increase in arrivals in Ethiopia and funding needs there remain unchanged.
Revised UNHCR's emergency response for Sudanese refugees in Ethiopia and South Sudan, June 2012


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Please enter a search details
Private House For Sale By Owner In Kandos, New South Wales
51 & 53 Angus Avenue Kandos. On offer is a stunning house which was formally a dual occupancy house meaning two separate incomes on each side of the house but in 2005 it was converted into one big house. In 2012 each side has had a complete makeover which consists of 2 big bedrooms, a seperate office/5th bedroom, a brand new kitchen, new bathroom, new paint & new everything from the letter box out front to the washing line out back. It can be used as a 6 big bedroom house with ensuite to main as well as a second full bathroom & laundry, 2 separate front entrances as well as two separate back entrances & two clothes lines.
Kandos NSW
This form is for genuine enquiries only.
Any attempt to solicit business will be in breach of the Spam and Privacy act, where you are "Soliciting business from online information produced for another intended purpose."
All such violations will be reported to ACMA.
Introducing No Agent Business
Sell Your Business or Commercial Property Privately
Click Here


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Big news has been buzzing in the action sports world today. Espn's X-Games has announced its new home of the North American Summer X-Games to be in fabulous Austin,Tx. Austin is known for its live music and thriving nigh life scene, as well as an active community with fit lifestyles. The events of X-Games will be held just south of Austin at the Circuit of the Americas. Austin Texas has been on the up and up as one of the most down to Earth cities in the South, more importantly Texas. Austin is extremely stoked to open there doors up and allow the X-Games to call "The ATX" home!
We at So-Gnar have been working with Ford Motor Company and Street Factory Media at the LA X-Games for three years as well as X-Games Global most recently in its inaugural year. We have had an amazing time doing art, rocking out music with the crowd, and hanging with our BMX and Skater friends. We also consider Austin one of our homes away from home for the So-Gnar crew. We look forward to what X-Games has in store for the next four years in the Lone Star State. Here are some photos and video footage they we have gathered on our endeavors of X-Games.


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Skandia House in Onchan on Douglas Bay tells the history of the Manx economy in a single building.
From hotel, to financial services office block, to headquarters for PokerStars, the leading online poker website, the building's uses have mirrored the rise and fall of Manx industries.
Online gaming is the fastest growing sector of the Manx economy. The digital economy, dominated by the industry, grew 10 per cent in 2013 and added 100 jobs.
There were 56 licensed egaming companies based there, with five more in the process of applying. These companies are attracted by good telecommunications, low taxes – betting duty is between 0.1 per cent and 1.5 per cent of gross profit – and the island's presence on the UK and OECD white lists of countries that share tax-related information.
It means Manx businesses can advertise in the UK, though many target Asia.
Leading companies include Microgaming and Playtech, which provide software for the industry, PokerStars, Celton Manx, and 188 Bet. Their presence has supported £1bn of private and public investment in telecoms infrastructure, says Chris Corlett of the Department of Economic Development.
There are seven data centres on the island and Manx Telecom, the dominant local carrier, is to spend £10m to roll out 4G mobile internet services this year.
The island is on the route of BT and Vodafone's subsea cables running from northwest England to Ireland. The Manx Electricity Authority also sells surplus capacity on its fibre optic cable to the UK mainland.
Paul Telford, general counsel at PokerStars, says the infrastructure was central to the decision to set up on the island. The website deals some 50m hands in 500,000 tournaments every day – or about six starting every second. It also has to take stakes and settle accounts with the 65m registered players.
"All that activity goes through our servers on the island," says Mr Telford The island is the hub of the business, with the directors living there and board meetings held there too.
The business expanded in 2012, when it bought Full Tilt, a rival, as part of a $731m settlement with the US, which had accused the two of violating its laws against online betting. With customer accounts frozen, PokerStars, which had to keep funds in ringfenced accounts under Manx law, reimbursed its clients but Full Tilt could not. Under the deal, PokerStars reimbursed Full Tilt customers.
Now there are moves by some US states to legalise online betting and PokerStars is seeking a licence in New Jersey. However, it is harder to operate in small markets because there are fewer players.
The industry also faces a move by rich countries to tax gambling at source, rather than by jurisdiction, with punters paying according to where they live.
The UK's Place of Consumption Tax takes effect in December. The Isle of Man government believes the introduction of this is unlikely to have a significant impact, as much of the business managed from the island is outside the UK.
Only 6 per cent of UK demand for egaming is supplied by Manx licensees, against about 60 per cent supplied through Gibraltar.
However, new UK rules could also stop Manx businesses advertising there, including via football shirt sponsorship. An estimated £60m-£90m annually is spent on the Premier League alone to reach Asian audiences.
As egaming matures, the island is hoping to expand into areas such as computer games, high-speed trading, cyber security and online dating.
Peter Greenhill, chief executive of the government's egaming department, says it is examining setting up an exchange for bitcoins and other virtual currencies. "The halcyon days of it driving rapid growth for the island may be over, so far as existing licensees are concerned," according to the Manx eGaming Association survey for 2014.
Chris Gledhill, founder of PDMS, a big data business, says the sector is growing. PDMS runs the UK Police National Legal Database, which keeps officers up to date on the law. It also created Employed.im for careers advice and job searches for young people.
PDMS has just opened an office in Scotland, but about a fifth of its £5m turnover comes from outside the British Isles. "We see ourselves unashamedly as a world-class software business with a global market," says Mr Gledhill.
If the industry is to expand beyond egaming, it needs trained staff. Mr Gledhill, as chairman of the island's ICT association, has thrown his weight behind plans to establish a training college.
The Manx Educational Foundation, a private philanthropic organisation funded by local companies and businesspeople, has bought a building and intends to open the college.
Global names such as HP have shown interest and Mr Gledhill says UK universities have been approached, as the college hopes to teach to undergraduate level. The government has committed an extra £350,000 over the next two years to promote ebusiness. Tony Parker runs Riva, a home-grown business that provides back office software for the asset management industry. He co-founded the business in 2002 and in 2007 it was acquired by Franklin Templeton, the US asset manager. It is deployed in 14 countries with $290bn of assets on its platform. "We've grown beyond our wildest dreams and there is a lot more potential".
Riva, which has just moved to bigger offices, employs 20 on the island and 60 worldwide. Mr Parker says it has not had to recruit from abroad.
"I was surprised by the depth of skills." The business has a development centre in India, but the cutting edge software is written on the island.
"The government is very accessible and red tape is limited here," he says.
Read the original article at the Financial Times


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Believing In Miracles
Written By Renee Arbia
Imogen is now almost three months old. Many have been asking us how she is doing, what is next for her and what has been going on? Turner Syndrome is a fairly complex syndrome in the fact that no two girls with it are the same.
In girls with Turner Syndrome they are born with only one X. Boys are always XY and Girls are XX, but with Turner Syndrome the person is missing one X. That is why around 99% of people with Turner Syndrome are girls.
Due to lacking chromosomes girls with Turners Syndrome can have a host of medical issues, but thankfully nothing that modern medicine cannot fix. However, each girl is different because it is a spectrum disorder. Most of the time Turner Syndrome is not even discovered in girls until they reach puberty and they do not ovulate, it is rare to be diagnosed earlier than age nine in the Turner Syndrome Community.
As I wrote in Imogen's Birth Story giving birth to a Turner Syndrome baby is very heart wrenching. 98% of baby girls with Turner Syndrome do not make it to birth. Imogen is part of that 2% that survived the pregnancy. She is a rare butterfly in the medical community and in our hearts.
Imogen has a form of Turner Syndrome called non-mosaicism which means every cell in her body is missing a chromosome. In mosaicism only some cells are missing a chromosome and some are not. However, we are told that the type of Turners she has is very textbook. Yet, Turner Syndrome is a spectrum disorder. So there is a big sliding scale as to what to expect. Basically we were literally handed a sheet that tells us at what age she needs certain body parts and systems checked to make sure she is not prone to any issues.
When Imogen was born she had a host of ultrasounds and blood drawn for analysis. We were scheduled to meet with all of her specialists to get an initial rundown of any medical problems we may be facing with her. Right now Imogen has a regular Pediatrician, Endocrinologist, Cardiologist and Urologist. Turner Syndrome girls are at very high risk for problems with their heart and kidneys. Our pediatrician does what he does for Xavier with regular check ups and just keeps tabs on her progress with all of the specialists. Imogen's Endocrinologist is a big part of her life. She will be responsible for watching all of her levels, and for helping her with growth hormones and hormone therapy. She also helped us to find out her exact type of chromosomal abnormality and informed us all about Turner Syndrome, support groups, summer camps, etc.
Imogen received two more ultrasounds of her heart and kidneys since she has been born. Both of those ultrasounds came back seeing all of her organs working the way they should. We are proud to say that we are specialist doctor visit free for six months which is super big for us to celebrate!
To say that our girl is a miracle is not even half of the amazing spirit she is. When we go to doctor's appointments we get a lot of doctors, interns and students who want to see the Turner Syndrome baby who defeated the odds against her and is extremely healthy. I was annoyed at the medical community when I was pregnant because they would warn me of the many things that could be wrong with my little girl. I knew in my heart that she was strong and healthy; I just had no way to prove it. Now, she is here and she is proving everyday that miracles exist because she is strong and healthy. For once the medical community is marveling at what I know is a girl made strong and healthy by faith.
We had faith the moment we saw our little girl on the ultra sound, no matter what the doctors told us. We had faith in the weeks of pregnancy that doctors gave us worrisome news. We had faith when we had to have an emergency cesarean due to her heart rate dropping. We had faith when they added a spine ultrasound because they were afraid there was an issue. We had faith when they made doctor appointments with specialist after specialist. We had faith when we were told that although our baby girl has a very rare chromosomal syndrome, she is incredibly strong and healthy.
Our little family has made it through quite a big storm. Right now we are on the other side where the sun is shining and a rainbow has come out. We are spending the next few months celebrating our strong and healthy baby girl and our new family of four!
#NextGenerationSAHMBlog, #inspirational, #parenting, #TurnerSyndrome, #TurnerSyndromeAwareness, #newbornwithTurnerSyndrome, #specialneedsparenting, #Imogen


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Episode 52
Today we travel to Germany via Skype and chat with Stefan about stottern and desensibilisierung which mean stuttering and desensitization respectively. As well as chatting about the preparation of explaining stuttering to your kids.Today's episode is brought to you by… a disclaimer! Yes, I'm having audio issues again. Never a dull moment in the podcasting world 🙂


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And the question is:
How do you handle a book you don't like? Do you DNF or do you power through?
Once upon a time, before I became a blogger, I would power through and finish the book. Now I have too many books to read and too little time to read them, thus I DNF. If I'm interesting in the ending I might Goggle the book or look for reviews with spoilers in Goodreads.
Sometimes though, I just lose interest or patience with a book because things are going too slow or I do not like the direction that the plot is going towards (like watching a movie when the girl goes off into the woods to investigate a sound). In those cases I would likely come back and finish the book later.
How about you? Do you feel that you have to finish the book at all costs or do you DNF?


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Welcome to the North Eastern Car Club
If you view your motor car as more than just a means of getting you from A to B, then the North Eastern Car Club, founded in 1953 in Wangaratta, Victoria, can provide you with the means to enjoy your car to the full.
Because the club runs a wide and varied motorsport program, we're sure you'll find something to interest you on the calendar, whether you use your family car or have a second car in which to enjoy your passion. If you're serious about getting into competitive motorsport or are just looking for some low-key action with like-minded enthusiasts, then the North Eastern Car Club will interest you.
With a range of activities that include circuit sprints, rallies, motorkhanas, khanacrosses, rallysprints, family fun days and more, the NECC gives you plenty of alternatives. After all, with a 50-plus year history that included running circuit racing meetings, State and National Championship car rallies and more, we know what our members want.
We also cater for pre-licence age drivers from 12 years upwards and run a very successful Driver Awareness program that is designed to better equip teenagers for the hazards of the open road when they eventually gain their licence.
But even if you have no motorsport ambitions, you'll still enjoy the family and social activities on our program. You can become involved in lots of official capacities such as marshalling on rallies, helping organise motorkhanas or social events, or just simply be part of the club in an unofficial capacity.
And remember, the North Eastern Car Club is affiliated with CAMS (the Confederation of Australian Motorsport and is recognised by AASA (the Australian AutoSport Alliance) under whose umbrellas we conduct our events.
Why not experience the fun and enjoyment of being part of our great club soon? You're more than welcome to come and check us out at our Clubrooms in Nolans Road, Tarrawingee, just 11 kilometres from Wangaratta on the Great Alpine Road, at 8pm on the first Wednesday of each month (except January).
Why not look us up soon and experience real motorsport enjoyment with the North Eastern Car Club?


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The leader of the Adobe business unit that handles the Flash player has departed the company to join a venture capital firm.
John Brennan, former senior vice president responsible for Adobe's Platform Software business unit, left the company to join Silver Lake Sumeru as a managing director, Silver Lake's middle-market investment group said on March 14.
Adobe's Flash technology is core to its position in the market for tools to develop Web pages and integrated video, Web applications and advertisements, as well as rich Internet applications. In an interview with eWEEK in February, Adobe CTO Kevin Lynch said Adobe's Flash is downloaded on average about 12 million times a day.
Meanwhile, Adobe has moved on in Brennan's absence. The Platform Software business unit will be run by General Manager David Wadhwani, the company said.
Further reading
Brennan, who also previously led Adobe's corporate development function as well as the company's Creative Professional business unit, leaves the company five months after Bruce Chizen announced his departure as CEO.


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Deiana's recent work in graphite translates digital gesture into analog form. Beginning with an exploration of Photoshop brushstrokes, Deiana makes marks in the digital world, zooming in to find rough spots and imperfections. Once he identifies the miscalculated strokes, he explores the negative space of the subject, bringing the trace into the analog realm with graphite and paper.
Current use of the word "haptic", relating to sensations and sense of touch in relationship to electronics and computers, comes from the Greek verb "haptesthai" - to contact or touch. Simply defined, haptic rendering is the computerized process by which sensory stimuli are offered to the user to convey information about the object, which is contained in physical attributes such as shape and texture. For this work, Deiana identifies aspects of digital touch, the imperfections, and then corrects them in analog form through his own dedicated mark-making. Deiana's practice simultaneously illustrates the benefit and detriment to creative life embodied by technology.
Francesco Igory Deiana was born in Milan, Italy and lives and works in San Francisco. Working with a wide assortment of media - ball point pen, spray paint, and photographic prints to name a few - Francesco's practice is just as likely to manifest as a drawing, a painting, or a sculpture and often confuses the distinction between these forms. Pulling from a variety of found images, Francesco creates an archive in which there is no hierarchy between contemporary events and historical facts. Deiana actively uses landscape, portraiture, and iconography in an effort to conjure the detached and unsettling feeling of our fractured contemporary world. Deiana has exhibited locally, nationally and internationally at venues including d406 (Modena, Italy), Ruttkowski Gallery (Koln, Germany), and Alice Gallery (Brussels, Belgium).


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Listen to this article
Business school, law school and professional development programmes generally argue that there are three main tasks that are worth undertaking to make sure a transaction succeeds.
The first is identifying good acquisition targets – this often turns out to be as much about theories of market mispricing as it is about an individual target or transaction. The second is valuing specific targets as prospective income streams by asking: "What would this asset be worth going forward?" The third is integrating targets and running them effectively after the transaction. All of these tasks are certainly important. But even if transactions are taken to be no more than M&As, a view we think is overly restrictive, something is still missing: the design of the deal.
Transactions are agreements between two or more parties to work together to create and allocate value. They can take a range of forms that include: the sale of an asset; the formation and running of a business; initial public offerings (IPOs); debt financings; buyouts; sales out of bankruptcy; leases; real estate development and redevelopment agreements; venture capital fund agreements; joint ventures and alliances; and corporate restructurings, such as the recent reorganisation of Royal Dutch Shell.
Deals occur, and value is created, when deal professionals design structures that make value more ascertainable, constrain future misbehaviour by participants and limit the potential costs of long-term commitment by preventing the parties from taking advantage of a counterparty's sunk investments. If problems like these are not adequately addressed, the deal may not happen. But if the terms of the deal can be designed to respond to such problems, the transaction is more likely to be viable and the potential gains from it achievable.
This article will discuss the structure of deals, and argue that if parties address the economic issues underpinning transactions, they will be more likely to create value. While the documentation that implements a deal can run to hundreds of pages, there are just a few core problems that the designers of transactions must address.
Problems and responses
The problems that a deal must address fall into four categories derived from situations that economists call market failures. The first two problems arise in situations where one party has better information than the other. The third occurs when one actor depends on continuing co-operation from the other. And the fourth emerges when elements of the business environment or the potential project change in such a way that uninsurable burdens are imposed on at least one of the parties. (Although a deal can include more than two parties, for the purposes of this article, we will refer to only two actors.)
Adverse selection
Adverse selection is when one party – typically the seller – has greater knowledge than his counterpart – the buyer – regarding the value of what is being sold. For example, in the insurance context, an applicant for health insurance knows his need for medical services better than the insurer does, so the insurer will always need to guard against a one-sided deal.
Or consider another example. The seller of a used car knows the car's condition better than potential buyers. Potential buyers will suspect that the seller is hiding the car's defects and asking too high a price. But a seller will balk at accepting a price below what he knows the car to be worth. In extreme cases, unless the information gap is bridged, a deal will not be done. The insurer will not accept the application, and the car owner, rather than sell at a low price, will keep the car until its value is greatly reduced.
This underlying problem is common in business deals. A seller of a business might exaggerate the value of his business, an entrepreneur might not be honest with a venture capitalist regarding the limits of his technology, and a company's management might paint a rosy picture of its projected cash flows on a loan application.
The strategies for remedying this situation within the structure of the deal are clear: find a way to equalise access to information (or at least come close); or shift the risk of loss to the party with the better information. In the used car example, the market has come up with a toolbox of fixes: the seller can allow the buyer to choose a mechanic to look at the car; he can provide maintenance records to the buyer; or he can assume the risk of poor quality by offering a warranty to the buyer.
Moral hazard
The second challenge also has its origins in the insurance context. Unlike adverse selection, however, moral hazard refers to post-contractual conduct. The basic conditions for moral hazard problems are divergent interests between the parties and a post-contractual relationship in which one party can take actions that harm the other. In the insurance industry, the concern is that, once insurance has been provided, the insured party will take advantage of the fact that someone else is paying for his healthcare and will overuse medical services.
Once again, this concern is pervasive in business deals. How hard will a joint venture partner work when it has business interests outside the joint venture? Once a loan has been made, will the borrower take actions that increase the risk of default beyond what the lender contemplated when it agreed to a particular interest rate? If these kinds of questions cannot be answered to the satisfaction of all parties, the deal will not be made.
Moral hazard arises when the actions of the actors in the transaction cannot be observed easily. The issue is common in employment relationships. How can an employer know whether an employee is working hard or not? How can shareholders, or the board of directors looking out for their interests, know whether a CEO is doing his best? If effort could be easily observed, the parties could simply agree from the outset to exert full effort and care. With this easy solution often unavailable, however, the designer of the deal must come up with a less direct solution.
Although the details can be complex, and some situations require creativity, the main approaches to solving this problem are quite clear: improve information or align incentives, or do both. In the insurance example, the insurer forces the insured to share the cost of his healthcare – through deductibles, co-payments and ceilings on how much coverage. Similarly, a CEO and other managers can provide assurance to shareholders by taking performance-based compensation. Joint ventures are governed by a management committee with the authority and incentives to maximise the profits of the enterprise, and the joint venturers themselves are provided with financial incentives.
The transaction specificity of assets
In contrast to adverse selection and moral hazard, the third problem is not related to information asymmetry among parties. Instead, it derives from the nature of the assets involved in certain transactions.
Sometimes, a party contemplating an ongoing agreement must commit to an up-front investment that is more valuable as part of the deal than it would be in any alternative use. Consider the construction of a plant designed to create a chip used in one party's technology. Once the investment has been made to build the plant, that party may be vulnerable to exploitation – what economists call, "holdup" – by its counterparty.
A classic lower-tech example
concerns the drilling of a gas well. Suppose the well has no value without a pipeline to transport the gas to market and that there is only one pipeline in the region. Once the well is drilled, the pipeline operator will be able to charge a price that extracts nearly all of the well owner's potential profits. Anticipating this, no deal involving drilling would be made in the absence of a commitment in advance on pricing from the pipeline operator.
This basic idea may be familiar to viewers of the television drama The Sopranos and some of its fictional events: blackmail, labour peace deals on construction sites and miscellaneous shakedowns. Or, in real life, from attempts by some actors in the series to renegotiate their compensation just before shooting the final season.
Similarly, all three movies in the Lord of the Rings series were made before the first was released to avoid just this problem. The studio clearly wanted to avoid a situation in which Elijah Wood, who played central character Frodo Baggins, could negotiate a new and highly lucrative contract on the strength of the success of the first film before completing the final part of the trilogy, Return of the King.
One solution to such problems is to structure a party's payments to coincide with the counterparty's investments. Another is to write an enforceable long-term contract. Merging the businesses of the involved parties amounts to an extreme version of this, but more process-oriented approaches are also possible. For example, mandating hierarchies of dispute resolution mechanisms, a technique common in pharmaceutical research joint ventures, encourages companies to resolve tactical differences of opinion before they threaten the overall strategic relationship. Withdrawal fees – the equivalent of breakup fees in M&As – increase the incentives for parties to co-operate by making dissolution costly.
Exogenous risk
In each of the problems discussed so far, the source of risk comes from the actions (or inactions) of the contracting parties. These problems might, therefore, be characterised as endogenous risks. In contrast, the fourth problem is exogenous: the risk of changing external circumstances, such as alterations in prices, demand or costs in the relevant industry or in the broader economy, for which neither party is responsible but for which insurance is unavailable. Changes in the market prices of inputs, for example, can disrupt a long-term supply deal that was attractive to both sides at the beginning of a relationship. The same is true of changes in demand for the purchaser's final product.
One response is to use financial instruments to hedge risk, but that is not always feasible. Another might be to agree on an adjustment mechanism, such as cost-plus pricing or a broader index scheme. A deal agreement can include language specifying when one party can demand renegotiation, and third-party dispute resolution techniques can also be used. The solution may be to allow the purchaser to reduce its purchases, but only if it makes a payment to the supplier.
Clearly, the problem is complicated. It is not the type of situation that simply requires insuring against an unfavourable turn of events. The parties may have different capacities and incentives to anticipate risk or respond to it, while the allocation of risk will have consequences for the activities underpinning the value creation anticipated in the deal.
Another possibility is that information that affects risk emerges only incrementally over time; many product development initiatives, for example, work in this way. In these cases, option-to-abandon techniques are helpful, whereby projects can be structured to provide more or fewer moments when the current state of information about prospects can be assessed and go/no go decisions made. Increasing the number of such moments makes risk management easier.
The following examples illustrate transactional settings in which these problems arise. One is a corporate acquisition and the other a public utility contract for fuel.
■ How does the buyer of a company actually know what it is getting? The acquisition agreement addresses the problem of the seller knowing more about the business than the buyer in a number of ways. The seller provides pages of representations and warranties that set out the condition of the business: assets, liabilities, financial statements, taxes, litigation, contracts, pension commitments, environmental exposure and so on. In effect, the buyer is given a detailed profile of the business being sold. The buyer then has the opportunity to verify the accuracy of the profile through due diligence and walk away from the transaction if the information proves incorrect.
In some cases, the accuracy of information is vouched for by the seller's lawyers and public accountants, actors who, in effect, rent their reputations to the seller. Sellers can strengthen the credibility of information by committing to indemnify the buyer if a material inaccuracy comes to light after the deal is closed. Or they can make a portion of the price contingent on future performance via an "earnout", whereby part of the purchase price is paid out of future revenue rather than at the time the transaction is agreed. Such strategies enable the seller to signal its confidence about the quality of the company being sold. This technique also has the incidental virtue of shifting risk to the party with the best information.
Acquisitions often have a significant delay between execution and closing. This delay may be necessary for the parties to obtain regulatory or shareholder approval for the deal. But the delay exposes the deal to two potential problems: moral hazard and exogenous risk.
Moral hazard generally takes two forms. First, the seller might siphon off assets, pay bonuses or otherwise reduce the company's value by the time it is acquired. The acquisition agreement's covenants and conditions, which specify how the business will be run in the pre-closing period, can guard against seller moral hazard.
Second, one of the parties may try to back out of the deal by failing to take the steps necessary to close. For example, a party might not co-operate with a regulator to have the deal approved. Once again, in these instances the deal agreement will provide that each party must take the steps necessary to complete the deal. If the seller misbehaves, it will be subject to a suit for damages.
However, what happens if the equity market crashes, interest rates spike, the seller loses a major customer or the seller's business slows down? The effect of events that occur between signing and closing not specifically addressed elsewhere in the acquisition agreement are covered by the material adverse change (MAC) clause. This clause concerns events that materially affect the seller's business, including both those whose impact the seller may be able to influence and those it may not.
Until the late 1980s, MAC clauses were typically brief, and did little more than assign to the seller the risk of material adverse events. This left sellers bearing the consequences of events they could neither influence nor mitigate. Often, buyers would have been better equipped to bear the risk of some of those events. In the 1990s, operating environments and the capital market became more volatile and the value of allocating risk more efficiently went up. The typical length of these clauses expanded considerably as a result.
The changes in MAC clauses reflect an effort by buyers to constrain sellers' moral hazard, and an effort by sellers to allocate to buyers the risk of exogenous events that they are best able to bear. Both efforts should help deals get done and increase their value.
■ An electric utility considering construction of a power plant relying on coal for fuel. Power plants represent large and substantially sunk investments. If transportation costs are high, a utility's ability to store coal inventory is limited and the costs of having the plant sit idle are high. The utility would require assurance of the availability of coal before it would be willing to invest. The greater the utility's vulnerability to a supply interruption, the greater its need for a long-term supply contract.
Because the demand for power will be uncertain over the life of the agreement, the utility would also want to be able to determine the quantity of coal it would take. Typically, this would take the form of a requirements contract.
At the same time, since the coal company's bottom line would probably be affected by the exercise of that discretion, the contract would usually have some mechanisms for allaying those concerns as well. One common device is a take-or-pay clause. This requires that the utility pay for a minimum amount of coal even if it does not take it all. The greater the coal company's investment specific to supplying the power plant, the higher the minimum.
By balancing the costs and benefits of flexibility, the parties can create value and share it.
These examples are relatively simple and well understood. More exotic situations can present complex problems that require innovative solutions. But the core problems will be variants of the four we have described here, and the solutions will be fundamentally similar to those that we have outlined.
Understanding the problems inherent in transactions and the responses needed can help businesses bridge gaps that would otherwise kill deals or interfere with the achievement of optimum value from them.
Ronald Gilson teaches in the law schools of Columbia and Stanford Universities.
Victor Goldberg teaches at Columbia Law School.
Michael Klausner teaches at Stanford Law School.
Daniel Raff teaches at the Wharton School of the University of Pennsylvania.
The authors are writing a book exploring these ideas for law and business students, and professionals.
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Greetings, thanks for adding me to the forum. Bought my second eagle pommel sword, the last one was my first ever antique sword way back in 1989. Saved my lunch money for a year to help with that purchase back in the pre internet catalogue days.
Just acquired this pictured sword. All I know for sure is that it's early 19th century. Probably British made, maybe assembled in America. The closest I found in my books is from Mobray's eagle pommel book, p. 67
The sword pictured in the book is an artillery officer's sabre, vs. 1805 (Richards/Upson & Co./New York) My sword seems to have the same knucklebow with the flaming bomb shells. The eagle head on my sword still has what looks to me like fire gilting, but am not really sure.
The blue and gilt on the blade is not bad at all for it not having a scabbord. I can see the runner marks, which makes me think maybe the scabbord was with it for many years. The blue/gold decorations seems to be a pattern that was fairly common in the era. Many A.W. Spies swords I've seen online have an almost identical pattern, but that name is not in the decorations as far as I can tell. There is a 3 or perhaps a 30 on the spine of the blade, hard to make out.
Any information, opinions, ideas about this sword's origins is appreciated. A secondary question I have is whether or not I should attempt to get rid of the rust around the blue and gold? I don't think it's active rust, but I just am not knowlegable enough to know for sure. Tried to include some photos that show the areas of rust. Adding additional photos in the comments including pics from the Mobray book.
Thanks in advance for your assistance! Glad to be onboard the forum. Don't know why I've waited so long to join : )
Best, Jeff


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Ballbot on UK's Gadget Show
Appeared on UK's Gadget Show in January 2010. Please click on the image to watch the video.
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Ballbot Exhibit in RoboWorld, Carnegie Science Center
Appeared in the video exhibit of the ballbot in RoboWorld, a permanent robotics exhibition at Carnegie Science Center in Pittsburgh, 2009.
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Appeared with the ballbot on Piper, CMU's Monthly Newsletter, during the G20 summit in October 2009.
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BITS Alumni Association (BITSAA) had an article on the Gadget Show appearance. To read the full article, please click here.


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PARIS (Reuters) - Not everything related to wine gets better with age, as a young generation of French wine experts can attest.
Take Benoit Perrot and brothers Matthieu and Antoine Mondesert, all in their early thirties, who last November founded Demain les Vins (Tomorrow's Wines).
Their business model combines selling with crowdfunding, an approach which this year will benefit Antoine Sunier, a 34-year-old who took up winemaking in the Beaujolais region after turning his back on telecoms.
A few hundred kilometers (miles) further south, Baptiste Ross-Bonneau, 25, is Chef Sommelier at the Hotel de la Cite in Carcassonne, responsible for the wine list of the Michelin-starred restaurant.
"The cliche of the old, tubby sommelier is gone, there is a new generation of motivated, enthusiastic young people who have changed the image of our profession," said Ross-Bonneau, who was born in the southern Cotes du Rhone region, raised in a family of wine growers, and has developed a sharp knowledge of Roussillon wines.
"I used to work at the vineyard with my aunt and my grandfather, I used to help in the grape harvest," he said.
"Then, during my Spanish studies in Avignon and Perpignan, I discovered the wines of Maury and Banyuls and met with sommeliers who talked to me about their jobs. That made me want to dig and find out what the secrets were behind the bottle tags."
Finding a way to the wine trade was a rockier road for Sunier.
"For 15 years I had been in the mobile phone business but in 2012 I got fed up," he said.
"I started a course in Dijon - I'm from the region. Then I sold my house there and moved to the Beaujolais region where my brother Julien is based. In the summer of 2013 I bought my first plots."
According to Sunier, young winemakers are on the rise because they care about the wine and the environment.
"I'm doing it all organic. We're not just selling tags," he said. "Our generation pays attention to how the wine is made, how the land is cultivated. We don't want to destroy the land we're using."
Sunier, who is from Burgundy, moved to the Beaujolais region because "in Burgundy it's almost impossible to buy plots. You can do it in the Beaujolais, which is getting a bit of hype now but is still affordable".
The 30-year-old Matthieu Mondesert, with Benoit Perrot the face of Demain Les Vins, started with his brother, much like Sunier, after leaving his job as a media salesman.
He also studied oenology (the science of winemaking) in Dijon before founding Demain Les Vins (www.demainlesvins.com)
with Antoine and Perrot, who works at the Prince de Galles hotel in Paris.
"I think there is an appetite for jobs that are also a passion," Matthieu said.
Demain Les Vins does not just sell fine wine. It also supports one young winemaker per year — this year Antoine Sunier — by organizing sponsored sales of rare wines from prestigious wineries (La Vougeraie, Hubert Lignier), with the benefits going to their protege.
Those wines, instead of being subjected to wine market speculation, are sold to boost the profile of a young winemaker.
Sunier already knows he will sell his Regnie and Morgon wines to Japan, the United States, Britain, Canada and the Netherlands, while Demain Les Vins, which previously shipped to France, now exports to 14 European countries.
But for all their enthusiasm, the young generation wine mavens know there is still a long way to go.
"There is always come concern about the future," Sunier said.
Editing by Michael Roddy and Mark Trevelyan


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