A subsidiary is a company which is controlled by another through share ownership. What exactly is a spin-off?

7 Decide which of these phrases (a-d) best expresses the topic of each paragraph (1-4).

a Advantages of IRS Code Section 355

b Reasons for creating spin-offs

с Definition of the term spin-off

d Various types of spin-offs

1 The term 'spin-off' refers to any distribution by a corporation to its shareholders of one of its two or more businesses. Sometimes the spun-off business is transferred first to a newly formed subsidiary corporation. The stock of that subsidiary is then distributed to the shareholders of the distributing corporation. Other times, the stock of a pre-existing subsidiary is distributed.

2 Spin-offs can include distributions on a proportional basis (i.e. pro rata), in which the receiving shareholders do not give up any of their stock in the distributing corporation when they receive the spun-off stock. Sometimes the distribution only goes to certain shareholders. In this case, the receiving shareholders give up some (or all) of their stock in the distributing corporation in exchange for the stock of the controlled subsidiary. Non-pro-rata spin-offs are sometimes referred to as 'split-offs'. A non-pro-rata spin-off that results in one group of shareholders holding all the stock of the distributing corporation and a second group holding all the stock of the former subsidiary corporation is referred to as a 'split-up'.

3 A spin-off is used to separate two businesses that have become incompatible. In a case where investors and lenders may want to provide capital to one but not all business operations, a spin-off can be a good solution. Spin-offs are also used to separate businesses where owner-managers have different philosophies. Spin-offs may furthermore be used by publicly held companies when the stock market would value the separate parts more highly than combined operations. The separation of business operations could also lead to a greater entrepreneurial drive for success.

4 The tax characteristics of a qualifying spin-off under Internal Revenue Code Section 355 make this an attractive tool for solving certain corporate challenges. Without Section 355, the distributing corporation would have to recognize a gain on the stock it distributed as if it had sold that stock. In addition, shareholders receiving the distribution would be taxed on the shares received, either as a dividend or as capital gain. This double tax usually makes spin-offs extremely expensive. Code Section 355 permits a spin-off to be accomplished without tax to either the distributing corporation or to the receiving shareholder. Any gain realized by the shareholder is deferred until the stock is sold.

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6. Основные принципы международного права.

International law

I. Read the text and answer the questions:

1. What are the main principles of international law?

2. Are the principles of equality and self-determination of peoples interconnected?

3. What are the grounds for the lawful use of force in international relations?

4. In what acts are the principles of territorial integrity and inviolability of borders enshrined?

5. What principles of international were established in the Helsinki Final Act?

6. Why are the main principles of international law occupying a special place in the system of international rules?

7. What commitments does the principle of sovereign equality of states impose?

8. Under what principle are states obliged to cooperate with each other, regardless of their political differences, economic and social systems in different fields of international relations?

9. What does the principle of respect for human rights and fundamental freedoms provide?

10. What principles of international law were not established by the UN Charter?

II. Define if the following sentences are true or false. Use the required information from the text above and correct the false statements:

1. The main principles of international law are general principles of law.

2. Ten principles of international law are stated in the Final Act of the Conference on Security and Cooperation in Europe.

3. The use of force in international relations shall be permitted by the UN Security Council.

4. The Vienna Convention on the Law of Treaties is the source of principles of international law.

5. The right of states to individual or collective self-defense is stipulated in the Declaration of Principles of International Law.

6. The UN Charter is of no binding force for states.

7. No sanctions can be imposed in case of breach of obligations under international law.

8. Main principles of international law cannot be changed by agreement of subjects of international law.

9. The principle of territorial integrity does not mean inviolability of borders.

10. The UN Charter calmly declares two mutually excluding principles - the inviolability of borders and the right to self-determination.

III. LANGUAGE FOCUS:

1. Obey v: to do what someone tells you to do or what a rule, law, etc., says you must do (obey the law).

Opposite: disobey.

Obedient adj: willing to do what someone tells you to do or to follow a law, rule, etc. (obedient to the law, an obedient child).

Obedience n: Students are expected to act in obedience to the rules of the school [=are expected to obey the rules of the school].

Obediently adv: The children stood obediently in line.

2. Equal adj: 1. the same in number, amount, degree, rank, or quality
(officers of equal rank, issues of equal importance = issues that are equal in importance); 2. not changing: the same for each person (providing equal opportunities for children of all races, equal rights, an equal opportunity employer = an equal opportunities employer [=an employer who does not discriminate against people because of their race, religion, etc.]; 3. formal: able to do what is needed — + to (He says that he's equal to the task. [=he's capable of completing the task]).

Equality n: the quality or state of being equal; the quality or state of having the same rights, social status, etc. (racial/gender equality, the ideals of liberty and equality, women's struggle for equality, legal equality, equality before the law, sovereign equality, equality of votes).

Opposite: inequality.

3. Integrity n 1. adherence to moral and ethical principles; soundness of moral character; honesty; 2. the state of being whole, entire, or undiminished: to preserve the integrity of the empire; 3. a sound, unimpaired, or perfect condition: the integrity of a ship's hull; 4) the quality of being honest and having strong moral principles a gentleman of complete integrity; 5) the state of being whole and undivided upholding territorial integrity and national sovereignty; 6. the condition of being unified or sound in construction the structural integrity of the novel

Integral adj 1. necessary to make a whole complete (essential or fundamental games are an integral part of the school's curriculum | systematic training should be integral to library management); 2. being an essential part (of); intrinsic (to).

Integrated adj 1) (of an institution, body, etc.) desegregated, especially racially integrated education 2) with various parts or aspects linked or coordinated an integrated public transport system.

Integration n 1) the action or process of integrating economic and political integration; integration of individual countries into trading blocs; 2. the intermixing of people who were previously segregated integration is the best hope for both black and white Americans.

4. Sovereign n: 1. One that exercises supreme, permanent authority, especially in a nation or other governmental unit, as: a king, queen, or other noble person who serves as chief of state; a ruler or monarch; a national governing council or committee; a nation that governs territory outside its borders. 2. A gold coin formerly used in Great Britain.

Sovereign adj: 1. Self-governing; independent (a sovereign state). 2. Having supreme rank or power (a sovereign prince). 3. Paramount; supreme (Her sovereign virtue is compassion). 4. Of superlative strength or efficacy (a sovereign remedy).

Sovereignty n: 1. supreme power especially over a body politic. 2. freedom from external control, autonomy.

5. Inviolable adj: 1. secure from violation or profanation (an inviolable law). 2. secure from assault or trespass, unassailable (inviolable borders).

Inviolability n: immunity from assault, the quality or state of being inviolable; inviolableness (inviolability of Parlementaires, inviolability of dwelling).

6. Prohibit v: 1. to forbid by authority, enjoin. 2. to prevent from doing something; preclude.

Prohibition n: 1. the act of prohibiting by authority, an order to restrain or stop (a prohibition against parking on the street). 2. often capitalized: the forbidding by law of the manufacture, transportation, and sale of alcoholic liquors except for medicinal and sacramental purposes. 3. the period of time from 1920 to 1933 in the U.S. when it was illegal to make or sell alcohol.

Prohibitive also prohibitory adj: 1. prohibiting; forbidding (take prohibitive measures); 2. so high or burdensome as to discourage purchase or use (prohibitive prices); 3. so likely to win as to discourage competition (the prohibitive favorite to win the nomination).

Prohibitiveness n: the quality or state of prohibiting or tending to prohibit, forbid, or prevent (esp. of prices) the quality or state of tending to or being designed to discourage sale or purchase.

I. Fill in the gaps using the above words and expressions:

1. “…all men are created ______…” — U.S. Declaration of Independence (1776).

2. Oppression occurs when established laws, customs, and practices ___________ reflect and produce inequities based on one’s membership in targeted social identity groups.

3. The opposing candidate has demanded _____ time on television.

4. We need to have ________ academic standards for male and female students.

5. Local officials and a huge and enthusiastic crowd greeted Napoleon at the Portoferraio harbor. The Allies had granted him the title of Emperor of Elba, which was to be a _________ state under his jurisdiction.

6. ___________ before the law, also known as ________ __________, is the principle under which all people are subject to the same laws of justice (due process).

7. The persons of ambassadors are _________.

8. Nor was the ________ of the Native Hawaiian race recognized at the time Hawaii became a state.

9. An _______ institution is intended for use by all races or religious groups.

10. In a monopoly, horizontal _______ is complete, while in an oligopoly there is considerable horizontal __________.

11. International law ___________ depredation of the high seas.

12. The prison's electric fence ________ escape.

13. The government's __________ duty is to protect the rights of its citizens.

14. The use of human shields is _____________.

15. The following premises are ___________ under international law under the articles of the Vienna Convention on Diplomatic Relations.

State responsibility

One of the fundamental principles of international law provides that any state that violates its international obligations must be held accountable for its actions. More concretely, according to the notion of state responsibility, states that do not respect their international duties are obliged to immediately stop their illegal actions and make reparations to the injured parties. The principle of state responsibility forms part of international customary law and is binding upon all states.

Third States also have an obligation not to assist other states who are violating international law, and have a legal duty under Common Article 1 of the Geneva Conventions to ensure respect for IHL.