The Craft Sequence is a series of urban fantasy novels by American author Max Gladstone . It currently consists of six novels, beginning with Three Parts Dead (2012). The sequence received critical acclaim. It was nominated for the 2017 Hugo Award for Best Series .
133-450: Forty years before the start of the novel, Craftspeople and gods fight in the God Wars. Seril, the moonlight goddess of the city of Alt Coulumb, is killed. The Guardians of Seril, gargoyles, are exiled from Alt Coulumb. Alexander Denovo, a powerful Craftsman, is hired to resurrect Seril. He uses Seril's corpse to create a replacement goddess named Justice. As the novel begins, Tara Abernathy is
266-706: A professional role , a risk manager will "oversee the organization's comprehensive insurance and risk management program, assessing and identifying risks that could impede the reputation, safety, security, or financial success of the organization", and then develop plans to minimize and / or mitigate any negative (financial) outcomes. Risk Analysts support the technical side of the organization's risk management approach: once risk data has been compiled and evaluated, analysts share their findings with their managers, who use those insights to decide among possible solutions. See also Chief Risk Officer , internal audit , and Financial risk management § Corporate finance . Risk
399-590: A property or business to avoid legal liability is one such example. Avoiding airplane flights for fear of hijacking . Avoidance may seem like the answer to all risks, but avoiding risks also means losing out on the potential gain that accepting (retaining) the risk may have allowed. Not entering a business to avoid the risk of loss also avoids the possibility of earning profits. Increasing risk regulation in hospitals has led to avoidance of treating higher risk conditions, in favor of patients presenting with lower risk. Risk reduction or "optimization" involves reducing
532-413: A "transfer of risk." However, technically speaking, the buyer of the contract generally retains legal responsibility for the losses "transferred", meaning that insurance may be described more accurately as a post-event compensatory mechanism. For example, a personal injuries insurance policy does not transfer the risk of a car accident to the insurance company. The risk still lies with the policyholder namely
665-416: A balance between negative risk and the benefit of the operation or activity; and between risk reduction and effort applied. By effectively applying Health, Safety and Environment (HSE) management standards, organizations can achieve tolerable levels of residual risk . Modern software development methodologies reduce risk by developing and delivering software incrementally. Early methodologies suffered from
798-566: A board of directors, except as may be otherwise provided in this chapter or in its certificate of incorporation. In Germany , §76 AktG says the same for the management board, while under §111 AktG the supervisory board's role is stated to be to "oversee" ( überwachen ). In the United Kingdom , the right to manage is not laid down in law, but is found in Part.2 of the Model Articles . This means it
931-445: A certain way. Conceptually a shareholders' agreement fulfills many of the same functions as the corporate constitution, but because it is a contract, it will not normally bind new members of the company unless they accede to it somehow. One benefit of shareholders' agreement is that they will usually be confidential, as most jurisdictions do not require shareholders' agreements to be publicly filed. Another common method of supplementing
1064-447: A company generally have rights against each other and against the company, as framed under the company's constitution. However, members cannot generally claim against third parties who cause damage to the company which results in a diminution in the value of their shares or others membership interests because this is treated as " reflective loss " and the law normally regards the company as the proper claimant in such cases. In relation to
1197-465: A company is said to represent its equity capital . Most jurisdictions regulate the minimum amount of capital which a company may have, although some jurisdictions prescribe minimum amounts of capital for companies engaging in certain types of business (e.g. banking , insurance etc.). Similarly, most jurisdictions regulate the maintenance of equity capital, and prevent companies returning funds to shareholders by way of distribution when this might leave
1330-517: A company may outsource only its software development, the manufacturing of hard goods, or customer support needs to another company, while handling the business management itself. This way, the company can concentrate more on business development without having to worry as much about the manufacturing process, managing the development team, or finding a physical location for a center. Also, implanting controls can also be an option in reducing risk. Controls that either detect causes of unwanted events prior to
1463-417: A corporation. While the minute nature of corporate governance as personified by share ownership , capital market , and business culture rules differ, similar legal characteristics and legal problems exist across many jurisdictions. Corporate law regulates how corporations , investors , shareholders , directors , employees , creditors , and other stakeholders such as consumers , the community , and
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#17330937261361596-484: A higher probability but lower loss, versus a risk with higher loss but lower probability. Opportunity cost represents a unique challenge for risk managers. It can be difficult to determine when to put resources toward risk management and when to use those resources elsewhere. Again, ideal risk management optimises resource usage (spending, manpower etc), and also minimizes the negative effects of risks. Opportunities first appear in academic research or management books in
1729-541: A nominal or par value, which is the limit of the shareholder's liability to contribute to the debts of the company on an insolvent liquidation. Shares usually confer a number of rights on the holder. These will normally include: Companies may issue different types of shares, called "classes" of shares, offering different rights to the shareholders depending on the underlying regulatory rules pertaining to corporate structures, taxation, and capital market rules. A company might issue both ordinary shares and preference shares, with
1862-527: A pension fund), or companies limited by guarantee (like some community organizations or charities). Corporate law deals with companies that are incorporated or registered under the corporate or company law of a sovereign state or their sub-national states . The defining feature of a corporation is its legal independence from the shareholders that own it. Under corporate law, corporations of all sizes have separate legal personality , with limited or unlimited liability for its shareholders. Shareholders control
1995-406: A potential takeover bid, that would be an improper purpose. Ronald Coase has pointed out, all business organizations represent an attempt to avoid certain costs associated with doing business. Each is meant to facilitate the contribution of specific resources - investment capital, knowledge, relationships, and so forth - towards a venture which will prove profitable to all contributors. Except for
2128-417: A schedule for control implementation and responsible persons for those actions. There are four basic steps of risk management plan, which are threat assessment, vulnerability assessment, impact assessment and risk mitigation strategy development. According to ISO/IEC 27001 , the stage immediately after completion of the risk assessment phase consists of preparing a Risk Treatment Plan, which should document
2261-584: A small town in Tennessee, where the local bookstore often did not stock complete book series all at once. Publishers Weekly gave Three Parts Dead a starred review, praising the "suspenseful and fast-paced" story as well as the "diverse female-led cast". A review in Kirkus Reviews praised the strong female characters in Three Parts Dead , as well as the creative worldbuilding. The same review found that
2394-449: A starred review from Publishers Weekly , applauding the return of Tara Abernathy and the cast from Three Parts Dead . The review commended Gladstone's "storytelling, worldbuilding, and character development", calling the novel "a splendid continuation of a fascinating series". The Ruin of Angels received a starred review as well, which particularly praised the way the novel handled its transgender characters. The same review also wrote that
2527-489: A student of the Craft. The Craft is a system of magic based on contracts and laws. She discovers that Professor Denovo has been stealing his students’ powers and controlling their minds. She burns Denovo's laboratory and is exiled from the school as punishment. Tara is hired by Elayne Kavarian, a Craftswoman and rival of Denovo's. Kos, the fire god of Alt Coulumb and former lover of Seril, dies under mysterious circumstances. Kavarian
2660-500: A substitute for corporate law, business law means the law relating to the business corporation (or business enterprises), including such activity as raising capital, company formation, and registration with the government. Academics identify four legal characteristics universal to business enterprises. These are: Widely available and user-friendly corporate law enables business participants to possess these four legal characteristics and thus transact as businesses. Thus, corporate law
2793-411: A voluntary liquidation where the company is insolvent will also be controlled by the creditors, and is properly referred to as a creditors' voluntary liquidation ). Where a company goes into liquidation, normally a liquidator is appointed to gather in all the company's assets and settle all claims against the company. If there is any surplus after paying off all the creditors of the company, this surplus
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#17330937261362926-477: Is ISO Guide 31073:2022 , "Risk management — Vocabulary". Ideally in risk management, a prioritization process is followed. Whereby the risks with the greatest loss (or impact) and the greatest probability of occurring are handled first. Risks with lower probability of occurrence and lower loss are handled in descending order. In practice the process of assessing overall risk can be tricky, and organisation has to balance resources used to mitigate between risks with
3059-469: Is Catherine, a servant of Seril from Alt Coulomb. Izza tells stories about the Blue Lady, a dead goddess who used to protect street children. It is eventually revealed that the Blue Lady is 7 Alpha. Edmund is killed by a Penitent. Izza and Kai begin working together. Kai learns that Jace is killing any idols who exhibit consciousness. All of these idols are mouthpieces for a larger goddess, who is still alive and
3192-504: Is a default rule, which companies can opt out of (s.20 CA 2006 ) by reserving powers to members, although companies rarely do. UK law specifically reserves shareholders right and duty to approve "substantial non cash asset transactions" (s.190 CA 2006), which means those over 10% of company value, with a minimum of £5,000 and a maximum of £100,000. Similar rules, though much less stringent, exist in §271 DGCL and through case law in Germany under
3325-399: Is a response to three endemic opportunism: conflicts between managers and shareholders, between controlling and non-controlling shareholders; and between shareholders and other contractual counterparts (including creditors and employees). A corporation may accurately be called a company; however, a company should not necessarily be called a corporation, which has distinct characteristics. In
3458-427: Is a viable strategy for small risks where the cost of insuring against the risk would be greater over time than the total losses sustained. All risks that are not avoided or transferred are retained by default. This includes risks that are so large or catastrophic that either they cannot be insured against or the premiums would be infeasible. War is an example since most property and risks are not insured against war, so
3591-421: Is being kept prisoner. Jace places Kai and Teo inside Penitents; Izza helps them escape. Teo reveals she and Catherine are working for Seril, hoping to retrieve a piece of Seril’s soul that Kavekana’s priests had stolen from Alt Coulomb. Claude arrests Jace. Cat and Teo retrieve the stolen piece of Seril’s soul before leaving the island. Izza becomes the priestess of Kavekana’s new goddess. Izza and Kai work to end
3724-574: Is between a two-tier and a one tier board. The United Kingdom, the United States, and most Commonwealth countries have single unified boards of directors. In Germany, companies have two tiers, so that shareholders (and employees) elect a "supervisory board", and then the supervisory board chooses the "management board". There is the option to use two tiers in France, and in the new European Companies ( Societas Europaea ). Recent literature, especially from
3857-511: Is defined as the possibility that an event will occur that adversely affects the achievement of an objective. Uncertainty, therefore, is a key aspect of risk. Risk management appears in scientific and management literature since the 1920s. It became a formal science in the 1950s, when articles and books with "risk management" in the title also appear in library searches. Most of research was initially related to finance and insurance. One popular standard clarifying vocabulary used in risk management
3990-451: Is determining the rate of occurrence since statistical information is not available on all kinds of past incidents and is particularly scanty in the case of catastrophic events, simply because of their infrequency. Furthermore, evaluating the severity of the consequences (impact) is often quite difficult for intangible assets. Asset valuation is another question that needs to be addressed. Thus, best educated opinions and available statistics are
4123-506: Is hired by the clergy to investigate, and she brings Tara to the city with her. Their companions include Abelard, a priest of Kos, as well as Catherine, a servant of Justice. They are opposed by Denovo, who is representing the creditors to whom Kos had pledged his power. A local judge is murdered, and Justice suspects that the exiled gargoyles are the perpetrators. Tara, believing that the cases are linked, investigates further. Tara discovers that Denovo murdered Kos and plans to take his place as
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4256-428: Is hired to investigate her death. At a poetry competition, Kai hears a man named Edmund recite 7 Alpha’s dying words and decides to investigate. She asks her ex-boyfriend Claude, a police officer, to take Edmund into protective custody. On Kavekana, convicted criminals are placed into statues called Penitents and forced to serve as law enforcement. A street urchin named Izza helps rescue a woman from Penitents. This woman
4389-531: Is known, the events that a source may trigger or the events that can lead to a problem can be investigated. For example: stakeholders withdrawing during a project may endanger funding of the project; confidential information may be stolen by employees even within a closed network; lightning striking an aircraft during takeoff may make all people on board immediate casualties. The chosen method of identifying risks may depend on culture, industry practice and compliance. The identification methods are formed by templates or
4522-432: Is often divided into corporate governance (which concerns the various power relations within a corporation) and corporate finance (which concerns the rules on how capital is used). Directors also owe strict duties not to permit any conflict of interest or conflict with their duty to act in the best interests of the company. This rule is so strictly enforced that, even where the conflict of interest or conflict of duty
4655-414: Is often used in place of risk-sharing in the mistaken belief that you can transfer a risk to a third party through insurance or outsourcing. In practice, if the insurance company or contractor go bankrupt or end up in court, the original risk is likely to still revert to the first party. As such, in the terminology of practitioners and scholars alike, the purchase of an insurance contract is often described as
4788-401: Is primarily the study of the power relations among a corporation's senior executives, its board of directors and those who elect them ( shareholders in the " general meeting " and employees ), as well as other stakeholders, such as creditors , consumers , the environment and the community at large. One of the main differences between different countries in the internal form of companies
4921-458: Is purely hypothetical, the directors can be forced to disgorge all personal gains arising from it. In Aberdeen Ry v. Blaikie (1854) 1 Macq HL 461 Lord Cranworth stated in his judgment that, However, in many jurisdictions the members of the company are permitted to ratify transactions which would otherwise fall foul of this principle. It is also largely accepted in most jurisdictions that this principle should be capable of being abrogated in
5054-534: Is that in America, directors usually choose where a company is incorporated and §242(b)(1) DGCL says any constitutional amendment requires a resolution by the directors. By contrast, constitutional amendments can be made at any time by 75% of shareholders in Germany (§179 AktG) and the UK (s.21 CA 2006). Countries with co-determination employ the practice of workers of an enterprise having the right to vote for representatives on
5187-565: Is that interest payments to debt is tax deductible whilst payment of dividends are not, this will incentivise a company to issue debt financing rather than preferred stock in order to reduce their tax exposure. A company limited by shares, whether public or private, must have at least one issued share; however, depending on the corporate structure , the formatting may differ. If a company wishes to raise capital through equity, it will usually be done by issuing shares (sometimes called "stock" (not to be confused with stock-in-trade)) or warrants . In
5320-439: Is that of retained profits Various combinations of financing structures have the capacity to produce fine-tuned transactions which, using the advantages of each form of financing, support the limitations of the corporate form, its industry, or economic sector. A mix of both debt and equity is crucial to the sustained health of the company, and its overall market value is independent of its capital structure. One notable difference
5453-425: Is the body of law governing the rights , relations, and conduct of persons , companies , organizations and businesses . The term refers to the legal practice of law relating to corporations, or to the theory of corporations . Corporate law often describes the law relating to matters which derive directly from the life-cycle of a corporation. It thus encompasses the formation, funding, governance, and death of
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5586-414: Is then distributed to the members. As its names imply, applications for compulsory liquidation are normally made by creditors of the company when the company is unable to pay its debts. However, in some jurisdictions, regulators have the power to apply for the liquidation of the company on the grounds of public good, i.e., where the company is believed to have engaged in unlawful conduct, or conduct which
5719-483: Is therefore difficult or impossible to predict. A common error in risk assessment and management is to underestimate the wildness of risk, assuming risk to be mild when in fact it is wild, which must be avoided if risk assessment and management are to be valid and reliable, according to Mandelbrot. According to the standard ISO 31000 , "Risk management – Guidelines", the process of risk management consists of several steps as follows: This involves: After establishing
5852-675: The Project Management Institute , the National Institute of Standards and Technology , actuarial societies, and International Organization for Standardization . Methods, definitions and goals vary widely according to whether the risk management method is in the context of project management , security , engineering , industrial processes , financial portfolios , actuarial assessments , or public health and safety . Certain risk management standards have been criticized for having no measurable improvement on risk, whereas
5985-628: The Tulip Bulb Bubble in the Dutch Republic ) in the 17th century, which set the development of companies in the two leading jurisdictions back by over a century in popular estimation. Companies returned to the forefront of commerce, although in England to circumvent the Bubble Act 1720 investors had reverted to trading the stock of unincorporated associations, until it was repealed in 1825. However,
6118-410: The board of directors , what duties directors owe to the company or when a company must be dissolved as it approaches bankruptcy. Examples of rules that members of a company would be allowed to change and choose could include, what kind of procedure general meetings should follow, when dividends get paid out, or how many members (beyond a minimum set out in the law) can amend the constitution. Usually,
6251-426: The common law of England , and has evolved significantly in the 20th century. In common law countries today, the most commonly addressed forms are: The proprietary limited company is a statutory business form in several countries, including Australia . Many countries have forms of business entity unique to that country, although there are equivalents elsewhere. Examples are the limited liability company (LLC) and
6384-418: The environment interact with one another. Whilst the term company or business law is colloquially used interchangeably with corporate law, the term business law mostly refers to wider concepts of commercial law , that is the law relating to commercial and business related purposes and activities. In some cases, this may include matters relating to corporate governance or financial law . When used as
6517-406: The limited liability limited partnership (LLLP) in the United States. Other types of business organizations, such as cooperatives , credit unions and publicly owned enterprises, can be established with purposes that parallel, supersede, or even replace the profit maximization mandate of business corporations. There are various types of company that can be formed in different jurisdictions, but
6650-1044: The 1990s. The first PMBoK Project Management Body of Knowledge draft of 1987 doesn't mention opportunities at all. Modern project management school recognize the importance of opportunities. Opportunities have been included in project management literature since the 1990s, e.g. in PMBoK, and became a significant part of project risk management in the years 2000s, when articles titled "opportunity management" also begin to appear in library searches. Opportunity management thus became an important part of risk management. Modern risk management theory deals with any type of external events, positive and negative. Positive risks are called opportunities . Similarly to risks, opportunities have specific mitigation strategies: exploit, share, enhance, ignore. In practice, risks are considered "usually negative". Risk-related research and practice focus significantly more on threats than on opportunities. This can lead to negative phenomena such as target fixation . For
6783-536: The God Wars to avenge his lover, who was killed as a human sacrifice. Caleb investigates after a guard is killed by a demon in an RKC reservoir. He finds a woman named Mal trespassing at the scene, but she escapes. The King in Red asks Caleb to represent the firm in a potential deal to acquire Heartstone Company. Heartstone is drawing power from two massive, slumbering serpents, which were once worshipped in Dresediel Lex. When
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#17330937261366916-473: The God Wars. Now, Priestess Kai builds artificial gods for her clients. Kai risks her life to save a dying idol named 7 Alpha, but fails. As 7 Alpha dies, Kai hears her speak, which should be impossible as idols are not supposed to be intelligent. Kai’s boss Jace demotes her for her recklessness. Kai is assigned to sell an idol to Teo of the Two Serpents Group. Ms. Kavarian represents 7 Alpha’s clients and
7049-609: The Heartstone contract. Temoc believes that the best way to send the serpents back to sleep is to resume human sacrifice instead. He prepares to sacrifice Teo, but she escapes and destroys the contract. The King in Red regains much of his strength, and Temoc flees. Caleb feeds RKC's power into the serpents, sating them and sending them to sleep once again. Mal disappears, presumably killed in the conflict. Caleb retires from RKC and starts his own firm, desiring peace between theists and Craftspeople. The island of Kavekana lost its native gods in
7182-511: The Penitent system and bring Kavekana into a new future together. In the novels, magic is real and works similarly to corporate law . The series drew inspiration from James C. Scott's book Seeing Like a State to explore the definition of corporations and governments. The magical system of the novel is used to explore globalization , capitalism , and debt . Liz Bourke describes Last First Snow as an "intensely political book". She writes that
7315-502: The United States, a company may or may not be a separate legal entity, and is often used synonymous with "firm" or "business." According to Black's Law Dictionary , in America a company means "a corporation — or, less commonly, an association, partnership or union — that carries on industrial enterprise." Other types of business associations can include partnerships (in the UK governed by the Partnership Act 1890), or trusts (such as
7448-422: The United States, has begun to discuss corporate governance in the terms of management science . While post-war discourse centred on how to achieve effective "corporate democracy" for shareholders or other stakeholders, many scholars have shifted to discussing the law in terms of principal–agent problems . On this view, the basic issue of corporate law is that when a "principal" party delegates his property (usually
7581-483: The acceptance technique, the business intentionally assumes risks without financial protections in the hopes that possible gains will exceed prospective losses. The transfer approach shields the business from losses by shifting risks to a third party, frequently in exchange for a fee, while the third-party benefits from the project. By choosing not to participate in high-risk ventures, the avoidance strategy avoids losses but also loses out on possibilities. Last but not least,
7714-561: The altering or extinguishing of the corporation. If unable to discharge its debts in a timely manner, a corporation may end up on bankruptcy liquidation. Liquidation is the normal means by which a company's existence is brought to an end. It is also referred to (either alternatively or concurrently) in some jurisdictions as winding up or dissolution . Liquidations generally come in two forms — either compulsory liquidations (sometimes called creditors' liquidations ) and voluntary liquidations (sometimes called members' liquidations , although
7847-679: The amount of capital they had invested. The beginning of modern company law came when the two pieces of legislation were codified under the Joint Stock Companies Act 1856 at the behest of the then Vice President of the Board of Trade, Mr Robert Lowe . That legislation shortly gave way to the railway boom, and from there the numbers of companies formed soared. In the later nineteenth century depression took hold, and just as company numbers had boomed, many began to implode and fall into insolvency. Much strong academic, legislative and judicial opinion
7980-502: The appropriate level of management. For instance, a risk concerning the image of the organization should have top management decision behind it whereas IT management would have the authority to decide on computer virus risks. The risk management plan should propose applicable and effective security controls for managing the risks. For example, an observed high risk of computer viruses could be mitigated by acquiring and implementing antivirus software. A good risk management plan should contain
8113-474: The areas surrounding the improved traffic capacity. Over time, traffic thereby increases to fill available capacity. Turnpikes thereby need to be expanded in a seemingly endless cycles. There are many other engineering examples where expanded capacity (to do any function) is soon filled by increased demand. Since expansion comes at a cost, the resulting growth could become unsustainable without forecasting and management. The fundamental difficulty in risk assessment
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#17330937261368246-450: The balance of power between the board of directors and the members of the company. Authority is given or "delegated" to the board to manage the company for the success of the investors. Certain specific decision rights are often reserved for shareholders, where their interests could be fundamentally affected. There are necessarily rules on when directors can be removed from office and replaced. To do that, meetings need to be called to vote on
8379-411: The board is "classified", meaning that directors only come up for re-appointment on different years. If the board is classified, then directors cannot be removed unless there is gross misconduct. Director's autonomy from shareholders is seen further in §216 DGCL, which allows for plurality voting and §211(d) which states shareholder meetings can only be called if the constitution allows for it. The problem
8512-452: The board of directors in a company. In most jurisdictions, directors owe strict duties of good faith , as well as duties of care and skill, to safeguard the interests of the company and the members. In many developed countries outside the English speaking world, company boards are appointed as representatives of both shareholders and employees to " codetermine " company strategy. Corporate law
8645-457: The case of an unlikely event, the probability of occurrence of which is unknown. Therefore, in the assessment process it is critical to make the best educated decisions in order to properly prioritize the implementation of the risk management plan . Even a short-term positive improvement can have long-term negative impacts. Take the "turnpike" example. A highway is widened to allow more traffic. More traffic capacity leads to greater development in
8778-402: The city may offer "a metaphor for end-stage capitalism ". Their review called the novel "highly unusual" and "worth a try". Writing for NPR , author Amal El-Mohtar praised the cover art for Full Fathom Five , stating that she was drawn to a novel that portrayed two women of color without falling into the sexualized stereotypes common in urban fantasy novels' cover art. El-Mohtar wrote that
8911-408: The city's god. Elayne and Tara resurrect Kos and reunite the spirit of Seril with Justice. Denovo is arrested, and Tara decides to remain in the city to assist with the aftermath of the case. Elayne visits Denovo in prison and murders him with his own shadow, leaving no evidence. In the desert city of Dresediel Lex, Caleb Altemoc works as a risk manager for Red King Consolidated (RKC), which controls
9044-417: The city’s water. They grow close and begin a romantic relationship, but they quarrel after Caleb learns that Mal still worships the old gods. Mal awakens the serpents. As a follower of the old gods, she plans to force RKC out of the city. RKC has been substantially weakened by its contractual obligation to keep the serpents asleep. Caleb, Teo, and Temoc break into RKC headquarters. Caleb and Teo want to destroy
9177-543: The closest recognizable ancestors of the modern company did not appear until the 16th century. With increasing international trade, Royal charters were granted in Europe (notably in England and Holland ) to merchant adventurers. The Royal charters usually conferred special privileges on the trading company (including, usually, some form of monopoly ). Originally, traders in these entities traded stock on their own account, but later
9310-427: The common law, whilst a shareholder is often colloquially referred to as the owner of the company - it is clear that the shareholder is not an owner of the company but makes the shareholder a member of the company and entitles them to enforce the provisions of the company's constitution against the company and against other members. A share is an item of property, and can be sold or transferred. Shares also normally have
9443-465: The company financially exposed. Often this extends to prohibiting a company from providing financial assistance for the purchase of its own shares. Events such as mergers, acquisitions, insolvency, or the commission of a crime affect the corporate form . In addition to the creation of the corporation, and its financing, these events serve as a transition phase into either dissolution, or some other material shift. A merger or acquisition can often mean
9576-541: The company through a board of directors which, in turn, typically delegates control of the corporation's day-to-day operations to a full-time executive . Shareholders' losses, in the event of liquidation, are limited to their stake in the corporation, and they are not liable for any remaining debts owed to the corporation's creditors. This rule is called limited liability , and it is why the names of corporations end with " Ltd. " or some variant such as " Inc. " or " plc ." Under almost all legal systems corporations have much
9709-412: The company to incur a loss. In many jurisdictions, where a company continues to trade despite foreseeable bankruptcy , the directors can be forced to account for trading losses personally. Directors are also strictly charged to exercise their powers only for a proper purpose. For instance, were a director to issue a large number of new shares, not for the purposes of raising capital but in order to defeat
9842-635: The company's objects , and the extent of the objects are referred to as the company's capacity . If an activity fell outside the company's capacity it was said to be ultra vires and void . By way of distinction, the organs of the company were expressed to have various corporate powers . If the objects were the things that the company was able to do, then the powers were the means by which it could do them. Usually expressions of powers were limited to methods of raising capital, although from earlier times distinctions between objects and powers have caused lawyers difficulty. Most jurisdictions have now modified
9975-420: The company's activities with the outside world. It states which objects the company is meant to follow (e.g. "this company makes automobiles") and specifies the authorised share capital of the company. The articles of association (or by-laws ) is the secondary document, and will generally regulate the company's internal affairs and management, such as procedures for board meetings, dividend entitlements etc. In
10108-414: The company's constitution. The standard of skill and care that a director owes is usually described as acquiring and maintaining sufficient knowledge and understanding of the company's business to enable him to properly discharge his duties. This duty enables the company to seek compensation from its director if it can be proved that a director has not shown reasonable skill or care which in turn has caused
10241-407: The company's management and business is the board of directors , but in many jurisdictions other officers can be appointed too. The board of directors is normally elected by the members, and the other officers are normally appointed by the board. These agents enter into contracts on behalf of the company with third parties. Although the company's agents owe duties to the company (and, indirectly, to
10374-504: The confidence in estimates and decisions seems to increase. Strategies to manage threats (uncertainties with negative consequences) typically include avoiding the threat, reducing the negative effect or probability of the threat, transferring all or part of the threat to another party, and even retaining some or all of the potential or actual consequences of a particular threat. The opposite of these strategies can be used to respond to opportunities (uncertain future states with benefits). As
10507-429: The consequences occurring during use of the product, or detection of the root causes of unwanted failures that the team can then avoid. Controls may focus on management or decision-making processes. All these may help to make better decisions concerning risk. Briefly defined as "sharing with another party the burden of loss or the benefit of gain, from a risk, and the measures to reduce a risk." The term 'risk transfer'
10640-451: The context, the next step in the process of managing risk is to identify potential risks. Risks are about events that, when triggered, cause problems or benefits. Hence, risk identification can start with the source of problems and those of competitors (benefit), or with the problem's consequences. Some examples of risk sources are: stakeholders of a project, employees of a company or the weather over an airport. When either source or problem
10773-508: The corporate constitution is by means of voting trusts , although these are relatively uncommon outside the United States and certain offshore jurisdictions . Some jurisdictions consider the company seal to be a part of the "constitution" (in the loose sense of the word) of the company, but the requirement for a seal has been abrogated by legislation in most countries. The most important rules for corporate governance are those concerning
10906-725: The country's statutes: in the US, usually the Delaware General Corporation Law (DGCL); in the UK, the Companies Act 2006 (CA 2006); in Germany, the Aktiengesetz (AktG) and the Gesetz betreffend die Gesellschaften mit beschränkter Haftung (GmbH-Gesetz, GmbHG). The law will set out which rules are mandatory, and which rules can be derogated from. Examples of important rules which cannot be derogated from would usually include how to fire
11039-409: The court will look beyond the corporate form where the corporation is a sham or perpetuating a fraud. The most commonly cited examples are: Historically, because companies are artificial persons created by operation of law, the law prescribed what the company could and could not do. Usually this was an expression of the commercial purpose which the company was formed for, and came to be referred to as
11172-460: The customers of the enterprise, as well as external impacts on society, markets, or the environment. There are various defined frameworks here, where every probable risk can have a pre-formulated plan to deal with its possible consequences (to ensure contingency if the risk becomes a liability ). Managers thus analyze and monitor both the internal and external environment facing the enterprise, addressing business risk generally, and any impact on
11305-402: The deal is signed, Caleb learns that Mal is a high-ranking Heartstone executive. One of the conditions for the Heartstone acquisition is that RKC will never allow the serpents to wake. Demons begin appearing in the city’s water supply, leading to social unrest. Mal and Caleb are instructed to fix the contamination. Together, Caleb and Mal defeat a rogue Craftswoman from Heartstone who had damaged
11438-435: The decisions about how each of the identified risks should be handled. Mitigation of risks often means selection of security controls , which should be documented in a Statement of Applicability, which identifies which particular control objectives and controls from the standard have been selected, and why. Implementation follows all of the planned methods for mitigating the effect of the risks. Purchase insurance policies for
11571-434: The development of templates for identifying source, problem or event. Common risk identification methods are: Once risks have been identified, they must then be assessed as to their potential severity of impact (generally a negative impact, such as damage or loss) and to the probability of occurrence. These quantities can be either simple to measure, in the case of the value of a lost building, or impossible to know for sure in
11704-515: The economic crisis. In the UK, the right of members to remove directors by a simple majority is assured under s.168 CA 2006 Moreover, Art.21 of the Model Articles requires a third of the board to put themselves up for re-election every year (in effect creating maximum three year terms). 10% of shareholders can demand a meeting any time, and 5% can if it has been a year since the last one (s.303 CA 2006). In Germany, where employee participation creates
11837-446: The enterprise achieving its strategic goals . ERM thus overlaps various other disciplines - operational risk management , financial risk management etc. - but is differentiated by its strategic and long-term focus. ERM systems usually focus on safeguarding reputation, acknowledging its significant role in comprehensive risk management strategies. Corporate law Corporate law (also known as company law or enterprise law )
11970-463: The event of any inconsistency, the memorandum prevails and in the United States only the memorandum is publicised. In civil law jurisdictions, the company's constitution is normally consolidated into a single document, often called the charter . It is quite common for members of a company to supplement the corporate constitution with additional arrangements, such as shareholders' agreements , whereby they agree to exercise their membership rights in
12103-432: The exercise of their rights, minority shareholders usually have to accept that, because of the limits of their voting rights, they cannot direct the overall control of the company and must accept the will of the majority (often expressed as majority rule ). However, majority rule can be iniquitous, particularly where there is one controlling shareholder. Accordingly, a number of exceptions have developed in law in relation to
12236-433: The fact that they only delivered software in the final phase of development; any problems encountered in earlier phases meant costly rework and often jeopardized the whole project. By developing in iterations, software projects can limit effort wasted to a single iteration. Outsourcing could be an example of risk sharing strategy if the outsourcer can demonstrate higher capability at managing or reducing risks. For example,
12369-517: The findings of risk assessments in financial, market, or schedule terms. Robert Courtney Jr. (IBM, 1970) proposed a formula for presenting risks in financial terms. The Courtney formula was accepted as the official risk analysis method for the US governmental agencies. The formula proposes calculation of ALE (annualized loss expectancy) and compares the expected loss value to the security control implementation costs ( cost–benefit analysis ). Planning for risk management uses four essential techniques. Under
12502-448: The flow of water in the city. His friend Teo also works at RKC. Caleb has a contentious relationship with his father Temoc. As a priest, Temoc was responsible for human sacrifice , a practice which has been outlawed since the priests lost the God Wars. Temoc is now a guerrilla fighter and a wanted terrorist. RKC is led by the King in Red, a powerful undead Craftsman. The King in Red had fought in
12635-655: The general principle of majority rule. Through the operational life of the corporation, perhaps the most crucial aspect of corporate law relates to raising capital for the business to operate. The law, as it relates to corporate finance, not only provides the framework for which a business raises funds - but also provides a forum for principles and policies which drive the fundraising, to be taken seriously. Two primary methods of financing exists with regard to corporate financing, these are: Each has relative advantages and disadvantages, both at law and economically. Additional methods of raising capital necessary to finance its operations
12768-416: The impact of the event equals risk magnitude." Risk mitigation measures are usually formulated according to one or more of the following major risk options, which are: Later research has shown that the financial benefits of risk management are less dependent on the formula used but are more dependent on the frequency and how risk assessment is performed. In business it is imperative to be able to present
12901-418: The internal management of the company was being conducted properly, and the rule has now been codified into statute in most countries. Accordingly, companies will normally be liable for all the act and omissions of their officers and agents. This will include almost all torts , but the law relating to crimes committed by companies is complex, and varies significantly between countries. Corporate governance
13034-445: The issues. How easily the constitution can be amended and by whom necessarily affects the relations of power. It is a principle of corporate law that the directors of a company have the right to manage. This is expressed in statute in the DGCL , where §141(a) states, (a) The business and affairs of every corporation organized under this chapter shall be managed by or under the direction of
13167-450: The loss attributed to war is retained by the insured. Also any amounts of potential loss (risk) over the amount insured is retained risk. This may also be acceptable if the chance of a very large loss is small or if the cost to insure for greater coverage amounts is so great that it would hinder the goals of the organization too much. Select appropriate controls or countermeasures to mitigate each risk. Risk mitigation needs to be approved by
13300-491: The members came to operate on joint account and with joint stock, and the new Joint stock company was born. Early companies were purely economic ventures; it was only a belatedly established benefit of holding joint stock that the company's stock could not be seized for the debts of any individual member. The development of company law in Europe was hampered by two notorious "bubbles" (the South Sea Bubble in England and
13433-752: The minimization, monitoring, and control of the impact or probability of those risks occurring. Risks can come from various sources (i.e, threats ) including uncertainty in international markets , political instability , dangers of project failures (at any phase in design, development, production, or sustaining of life-cycles), legal liabilities , credit risk , accidents , natural causes and disasters , deliberate attack from an adversary, or events of uncertain or unpredictable root-cause . There are two types of events wiz. Risks and Opportunities. Negative events can be classified as risks while positive events are classified as opportunities. Risk management standards have been developed by various institutions, including
13566-400: The most common forms of company are: There are, however, many specific categories of corporations and other business organizations which may be formed in various countries and jurisdictions throughout the world. One of the key legal features of corporations are their separate legal personality, also known as "personhood" or being "artificial persons". However, the separate legal personality
13699-587: The most part, these methods consist of the following elements, performed, more or less, in the following order: The Risk management knowledge area, as defined by the Project Management Body of Knowledge PMBoK, consists of the following processes: The International Organization for Standardization (ISO) identifies the following principles for risk management: Benoit Mandelbrot distinguished between "mild" and "wild" risk and argued that risk assessment and management must be fundamentally different for
13832-517: The need for greater boardroom stability, §84(3) AktG states that management board directors can only be removed by the supervisory board for an important reason ( ein wichtiger Grund ) though this can include a vote of no-confidence by the shareholders. Terms last for five years, unless 75% of shareholders vote otherwise. §122 AktG lets 10% of shareholders demand a meeting. In the US, Delaware lets directors enjoy considerable autonomy. §141(k) DGCL states that directors can be removed without any cause, unless
13965-454: The novel explores the conflict between conservatism and progress by contrasting the age of gods with the age of commerce. It also explores community organizing and mass protest . Each novel is a standalone set in the same universe, so the novels can be read in any order. The numbers in the titles of the first five novels indicate the internal chronological order of the series. Gladstone states that this stemmed from his experience growing up in
14098-552: The novel for its transgender heroine Kai in addition to the other diverse cast members. The review praised the novel and stated that Gladstone "continues to trump his already considerable accomplishments". Publishers Weekly wrote a starred review for Last First Snow , praising its "sly satire of current socioeconomic issues" and writing that the novels of the Craft Sequence are "always enthralling and somehow consistently improving with every book". Four Roads Cross also received
14231-470: The novel was "surprising" and made the setting "feel even more vivid and real than it did before". Three Parts Dead was shortlisted for the 2014 Mythopoeic Award for Adult Fantasy. Full Fathom Five was nominated for the 2015 Locus Award for Best Fantasy Novel . The entire series was nominated for the 2017 Hugo Award for Best Series . Risk management Risk management is the identification, evaluation, and prioritization of risks , followed by
14364-442: The novel's conclusion was "slightly clumsy", but otherwise praised the plot. Publishers Weekly also gave a starred review to Two Serpents Rise , calling Caleb an "engaging protagonist" and comparing the city of Dresediel Lex to an alternate Los Angeles , complete with "its own versions of ethnic tensions and environmental strain". Kirkus Reviews called the setting " Aztec -inspired", and suggested that Gladstone's descriptions of
14497-696: The order and was separate and distinct from him. And in Macaura v. Northern Assurance Co Ltd a claim under an insurance policy failed where the insured had transferred timber from his name into the name of a company wholly owned by him, and it was subsequently destroyed in a fire; as the property now belonged to the company and not to him, he no longer had an "insurable interest" in it and his claim failed. Separate legal personality allows corporate groups flexibility in relation to tax planning, and management of overseas liability. For instance in Adams v. Cape Industries plc it
14630-789: The organization or person making the risk management decisions. Another source, from the US Department of Defense (see link), Defense Acquisition University , calls these categories ACAT, for Avoid, Control, Accept, or Transfer. This use of the ACAT acronym is reminiscent of another ACAT (for Acquisition Category) used in US Defense industry procurements, in which Risk Management figures prominently in decision making and planning. Similarly to risks, opportunities have specific mitigation strategies: exploit, share, enhance, ignore. This includes not performing an activity that could present risk. Refusing to purchase
14763-435: The partnership, all business forms are designed to provide limited liability to both members of the organization and external investors. Business organizations originated with agency law , which permits an agent to act on behalf of a principal, in exchange for the principal assuming equal liability for the wrongful acts committed by the agent. For this reason, all partners in a typical general partnership may be held liable for
14896-400: The person who has been in the accident. The insurance policy simply provides that if an accident (the event) occurs involving the policyholder then some compensation may be payable to the policyholder that is commensurate with the suffering/damage. Methods of managing risk fall into multiple categories. Risk-retention pools are technically retaining the risk for the group, but spreading it over
15029-453: The position by statute, and companies generally have capacity to do all the things that a natural person could do, and power to do it in any way that a natural person could do it. However, references to corporate capacity and powers have not quite been consigned to the dustbin of legal history. In many jurisdictions, directors can still be liable to their shareholders if they cause the company to engage in businesses outside its objects, even if
15162-508: The primary sources of information. Nevertheless, risk assessment should produce such information for senior executives of the organization that the primary risks are easy to understand and that the risk management decisions may be prioritized within overall company goals. Thus, there have been several theories and attempts to quantify risks. Numerous different risk formulae exist, but perhaps the most widely accepted formula for risk quantification is: "Rate (or probability) of occurrence multiplied by
15295-493: The process of obtaining Royal charters was insufficient to keep up with demand. In England there was a lively trade in the charters of defunct companies. It was not until the Joint Stock Companies Act 1844 that the first equivalent of modern companies, formed by registration, appeared. Soon after came the Limited Liability Act 1855 , which in the event of a company's bankruptcy limited the liability of all shareholders to
15428-458: The reduction approach lowers risks by implementing strategies like insurance, which provides protection for a variety of asset classes and guarantees reimbursement in the event of losses. Once risks have been identified and assessed, all techniques to manage the risk fall into one or more of these four major categories: Ideal use of these risk control strategies may not be possible. Some of them may involve trade-offs that are not acceptable to
15561-413: The risks being faced. Risk analysis results and management plans should be updated periodically. There are two primary reasons for this: Enterprise risk management (ERM) defines risk as those possible events or circumstances that can have negative influences on the enterprise in question, where the impact can be on the very existence, the resources (human and capital), the products and services, or
15694-406: The risks that it has been decided to transferred to an insurer, avoid all risks that can be avoided without sacrificing the entity's goals, reduce others, and retain the rest. Initial risk management plans will never be perfect. Practice, experience, and actual loss results will necessitate changes in the plan and contribute information to allow possible different decisions to be made in dealing with
15827-616: The same legal rights and obligations as individuals. In some jurisdictions, this extends to allow corporations to exercise human rights against real individuals and the state, and they may be responsible for human rights violations. Just as they are "born" into existence through its members obtaining a certificate of incorporation , they can "die" when they lose money into insolvency . Corporations can even be convicted of criminal offences, such as corporate fraud and corporate manslaughter . Although some forms of companies are thought to have existed during Ancient Rome and Ancient Greece ,
15960-446: The series contained "some of the smartest, most original and sophisticated world-building I've read in years", and particularly praised the female-led cast of Full Fathom Five . Liz Bourke wrote that Full Fathom Five is "engaged in a conversation" with the fantasy genre, due in part to its modernity and the diversity of its cast. She called the novel "his best yet". Publishers Weekly gave a starred review to Full Fathom Five , praising
16093-447: The severity of the loss or the likelihood of the loss from occurring. For example, sprinklers are designed to put out a fire to reduce the risk of loss by fire. This method may cause a greater loss by water damage and therefore may not be suitable. Halon fire suppression systems may mitigate that risk, but the cost may be prohibitive as a strategy . Acknowledging that risks can be positive or negative, optimizing risks means finding
16226-442: The shareholder's capital, but also the employee's labour) into the control of an "agent" (i.e. the director of the company) there is the possibility that the agent will act in his own interests, be "opportunistic", rather than fulfill the wishes of the principal. Reducing the risks of this opportunism, or the "agency cost", is said to be central to the goal of corporate law. The rules for corporations derive from two sources. These are
16359-456: The shareholders) to exercise those powers for a proper purpose, generally speaking third parties' rights are not impugned if it transpires that the officers were acting improperly. Third parties are entitled to rely on the ostensible authority of agents held out by the company to act on its behalf. A line of common law cases reaching back to Royal British Bank v Turquand established in common law that third parties were entitled to assume that
16492-495: The so-called Holzmüller-Doktrin . Probably the most fundamental guarantee that directors will act in the members' interests is that they can easily be sacked. During the Great Depression , two Harvard scholars, Adolf Berle and Gardiner Means wrote The Modern Corporation and Private Property , an attack on American law which failed to hold directors to account, and linked the growing power and autonomy of directors to
16625-425: The statute will set out model articles , which the corporation's constitution will be assumed to have if it is silent on a bit of particular procedure. The United States, and a few other common law countries, split the corporate constitution into two separate documents (the UK got rid of this in 2006). The memorandum of association (or articles of incorporation ) is the primary document, and will generally regulate
16758-402: The transactions are still valid as between the company and the third party. And many jurisdictions also still permit transactions to be challenged for lack of " corporate benefit ", where the relevant transaction has no prospect of being for the commercial benefit of the company or its shareholders. As artificial persons, companies can only act through human agents. The main agent who deals with
16891-447: The two types having different voting and/or economic rights. It might provide that preference shareholders shall each receive a cumulative preferred dividend of a certain amount per annum, but the ordinary shareholders shall receive everything else. Corporations will structure capital raising in this way in order to appeal to different lenders in the market by providing different incentives for investment. The total value of issued shares in
17024-426: The two types of risk. Mild risk follows normal or near-normal probability distributions , is subject to regression to the mean and the law of large numbers , and is therefore relatively predictable. Wild risk follows fat-tailed distributions , e.g., Pareto or power-law distributions , is subject to regression to the tail (infinite mean or variance, rendering the law of large numbers invalid or ineffective), and
17157-416: The whole group involves transfer among individual members of the group. This is different from traditional insurance, in that no premium is exchanged between members of the group upfront, but instead, losses are assessed to all members of the group. Risk retention involves accepting the loss, or benefit of gain, from a risk when the incident occurs. True self-insurance falls in this category. Risk retention
17290-470: The wrongs committed by one partner. Those forms that provide limited liability are able to do so because the state provides a mechanism by which businesses that follow certain guidelines will be able to escape the full liability imposed under agency law. The state provides these forms because it has an interest in the strength of the companies that provide jobs and services therein, but also has an interest in monitoring and regulating their behaviour. Members of
17423-446: Was held that victims of asbestos poisoning at the hands of an American subsidiary could not sue the English parent in tort. Whilst academic discussion highlights certain specific situations where courts are generally prepared to " pierce the corporate veil ", to look directly at, and impose liability directly on the individuals behind the company; the actual practice of piercing the corporate veil is, at English law, non-existent. However,
17556-501: Was not confirmed under English law until 1895 by the House of Lords in Salomon v. Salomon & Co. Separate legal personality often has unintended consequences , particularly in relation to smaller, family companies . In B v. B [1978] Fam 181 it was held that a discovery order obtained by a wife against her husband was not effective against the husband's company as it was not named in
17689-531: Was opposed to the notion that businessmen could escape accountability for their role in the failing businesses. The last significant development in the history of companies was the decision of the House of Lords in Salomon v. Salomon & Co. where the House of Lords confirmed the separate legal personality of the company, and that the liabilities of the company were separate and distinct from those of its owners. The law of business organizations originally derived from
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