Health – Entering a Hospital

A hospital is driven by the goal of saving lives. It may range in size and service from a small unit that provides general care and low-risk treatments to large, specialized centers offering dramatic and experimental therapies. You may be limited in your choice of a hospital by factors beyond your control, including insurance coverage, your physician’s hospital affiliation, and type of care available.

Before entering a hospital, you should be aware of possible dangers. Well-known hospital hazards are unnecessary operations, unexpected drug reactions, harmful or even fatal blunders, and hospital borne infections. The Institute of Medicine recently identified three areas in which the health-care system, in general, and hospitals and their staff, in specific, often fall short: the use of unnecessary or inappropriate care (too many antibiotics), underused of effective care (too few immunizations or Pap smears), and shortcomings in technical and interpersonal skills . The greatest single danger that a hospital presents is infection, which is largely preventable.

What can lay people do to ensure proper and safe care while in the hospital? The following guidelines should be considered.

If you have a choice of hospitals, inquire about their accreditation status. Hospitals are subject to inspection to make sure they are in compliance with federal standards. Policies implemented in 1989 require the release of information on request to state health departments regarding a hospital’s mortality rate, its accreditation status, and its major deficiencies.

Before checking into a hospital, you need to decide on your accommodations. Do you want to pay extra for a single room? Do you want a nonsmoker for a roommate? Do you need a special diet? Do you need a place to store refrigerated medicine? If someone will be staying with you, will they need a cot? You should try to avoid going in on a weekend when few procedures are done. When you get to your room, you should speak up immediately if it’s unacceptable.

You need to be familiar with your rights as a patient . Hospitals should provide an information booklet that includes a Patient’s Bill of Rights. The booklet will inform you that you have the right to considerate and respectful care; information about tests, drugs, and procedures; dignity; courtesy; respect; and the opportunity to make decisions, including when to leave the hospital.

You should make informed decisions. Before authorizing any procedure, patients must be informed about their medical condition, treatment options, expected risks, prognosis of the condition, and the name of the person in charge of treatment. This is called informed consent. The only times hospitals are not required to obtain informed consent are cases involving life-threatening emergencies, unconscious patients when no relatives are present, and/or compliance with the law or a court order, such as examination of sexually transmitted diseases. If you are asked to sign a consent form, you should read it first. If you want more information, you should ask before signing. If you are skeptical, you have the right to post pone the procedure and discuss it with your doctor.

Authorization of a medical procedure may be given nonverbally, such as an appearance at a doctor’s office for treatment, cooperation during the administration of tests, or failure to object when consent can be easily refused. This is called implied consent.

You need to weigh the risks of drug therapy, x-ray examinations, and laboratory tests with their expected benefits. When tests or treatments are ordered, you should ask about their purpose, possible risks, and possible actions if a test finds something wrong. For example, the injection or ingestion of x-ray dyes makes body structures more visible and greatly facilitates a physician’s ability to make a correct diagnosis. However, dyes can cause an allergic reaction that ranges from a skin rash to circulatory collapse and death. Finally, you should inquire about prescribed drugs. You should avoid taking drugs, including pain and sleeping medication, unless you feel confident of their benefits and are aware of their hazards.

When scheduled for surgery, prepare for anesthesia. In rare cases general anesthesia can cause brain damage and death. One cause of such catastrophes is vomiting while unconscious. To reduce the risk, refuse any food or drink that may be offered by mistake in the 8 hours before surgery.

You need to know who is in charge of your care and record the office number and when you can expect a visit. If your doctor is transferring your care to someone else, you need to know who it is. If your doctor is not available and you do not know what is happening, you can ask for the nurse in charge of your case.

You should keep a daily log of procedures, medicines, and doctor visits. When you get your bill, compare each item with your written record. Insist on an itemized bill.

You should stay active within the limits of your medical problem. Many body functions begin to suffer from just a few days’ inactivity. Moving about, walking, bending, and contracting muscles help to clear body fluids, reduce the risk of infections (especially in the lungs), and cope with the stress of hospital procedures that add to the depression and malaise of hospitalization.

You should be alert. Throughout your stay, you can keep asking questions until you know all you need to know. According to some experts, the biggest improvement in health care has not been technological advances; it’s been patients asking questions. The more questions, the fewer mistakes and the more power patients have in the doctor-patient relationship

Selecting a Health-Care Professional

Choosing a physician for your general health care is an important and necessary duty. Only physicians are discussed here, but this information applies to the selection of all health-care practitioners. You must select one who will listen carefully to your problems and diagnose them accurately. At the same time, you need a physician who can move you through the modern medical maze of technology and specialists.

For most people, good health care means having a primary-care physician, a professional who assists you as you assume responsibility for your overall health and directs you when specialized care is necessary. Your primary-care physician should be familiar with your complete medical history, as well as your home, work, and other environments. You are better understood in periods of sickness when your physician also sees you during periods of wellness. Finding a primary-care physician, however, may be difficult. Of the 700,000 doctors in the United States, only 200,000 (less than 30%) are in primary care.

For adults, primary-care physicians are usually family practitioners, once called “general practitioners,” and internists, specialists in internal medicine. Pediatricians often serve as primary-care physicians for children. Obstetricians and gynecologists, who specialize in pregnancy, childbirth, and diseases of the female reproductive system, often serve as primary-care physicians to women. In some places, general surgeons may offer primary care in addition to the surgery they perform. Some osteopathic physicians also practice family medicine. A doctor of osteopathy (DO) emphasizes manipulation of the body to treat symptoms.

There are several sources of information for obtaining the names of physicians in your area:

Local and state medical societies can identify doctors by specialty and tell you a doctor’s basic credentials. You should check on the doctor’s hospital affiliation and make sure the hospital is accredited. Another sign of standing is the type of societies in which the doctor has membership. The qualifications of a surgeon, for example, are enhanced by a fellowship in the American College of Surgeons (abbreviated as FACS after the surgeon’s name). An internist fellowship in the American College of Physicians is abbreviated F ACP. Membership in academies indicates a physician’s special interest.

All physicians board certified in the United States are listed in the American Medical Directory published by the American Medical Association and available in larger libraries. About one fourth of the practicing physicians in the United States are not board certified. This may mean that a doctor failed the exam, never completed training, or is incompetent. It could also mean that the doctor simply has not taken the exam.

The American Board of Medical Specialists (ABMS) publishes the Compendium of Certified Medical Specialties, which lists physicians by name, specialty, and location. Pharmacists can be asked to recommend names.

Hospitals can give you names of staff physicians who also practice in the community.

Local medical schools can identify faculty members who also practice privately.

Many colleges and universities have health centers that keep a list of physicians for student referral.

Friends may have recommendations, but you should allow for the possibility that your opinion of the doctor may be different.

Once you have identified a leading candidate, you can make an appointment. You need to check with the office staff about office hours, availability of emergency care at night or on weekends, backup doctors, procedures when you call for advice, hospital affiliation, and payment and insurance procedure.You should schedule your first visit while in good health. Once you have seen your doctor, reflect on the following: Did the doctor seem to be listening to you? Were your questions answered? Was a medical history taken? Were you informed of possible side effects of drugs or tests? Was respect shown for your need of privacy? Was the doctor open to the suggestion of a second opinion?

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The Importance of Graphic Design to Your Business

While a number of small business owners know why great design is so valuable, some do not realize this. Even if you are a newbie or veteran in business, this list can be beneficial.

Sadly, smaller businesses don’t give importance to professional design work. In fact, when they go through financial issues, they cut down on the creative budget, which is but natural. The resources of many small businesses are limited, and though they like a professional looking website and logo, as well as credible marketing collateral, they are not ready to pay the required professional fees.

They would rather hire poorly trained person like a marketing assistant to create a DIY design. Or else, they would search online for affordable options. Whoever they choose will most likely make them disappointed with the outcome.

Therefore, when the time comes that you feel skeptical about spending for great graphic design, keep these six things in mind:

First impressions last.

Remember that you could either make it or break it with a first impression. No matter if it is your site or logo, potential clients can immediately judge a business in a matter of seconds depending on visual appeal on its own. A graphic design with high quality makes your business more credible, making it priceless. Even if you have exceptional products/services, if your site is poorly designed, it is less likely for visitors to stay long on your site or engage any further.

Branding lets your company be easily remembered.

Solid graphic design lets your branding be consistent in all visual aspects of your business. When you hire a professional graphic design artist, he will make sure that all colors, fonts plus images are accurate. For this reason, when visitors land on your site, they will experience the same thing as reading your business brochure. In a way, it is sort of alliteration, wherein your business becomes easy to recognize and remember. In addition, consistency boosts professionalism.

Creativity can make a difference.

One of the things that all businesses have in common is competition. To give them an edge over their competitors, they have to be competitive when it comes to quality, price, customer service and even offer something different. Creativity has the ability to let a business stand above the rest of competition.

The visual communication plan of a company has many purposes, one of which is making your business unique.

A good design has the ability to convert.

It is nice to have a beautiful website. It is even better to have a visual appealing website that makes income. Design is not only about creating something beautiful. It should be effective in capturing and encouraging visitors. A properly designed website can persuade visitors to take action such as clicking “buy”. When a brochure is well-crafted, it persuades viewers to turn the pages. A professional graphic design is capable of delivering measurable outcome for small businesses.

Investing more can eventually save time and money.

Businesses that do not take graphic design seriously right from the start will most likely experience a design overhaul sooner or later. This can even happen once or more. Quality design lasts for a long time. Investing in professional graphic design is just like spending many times on inferior design. Furthermore, changing the image of your business wastes time and could hurt your brand.

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Lifestyle Choices to Reverse Fibroids and Endometriosis

The incidence of fibroids and endometriosis are nearly epidemic in the USA. More than a half million American women have hysterectomies every year due to problems associated with fibroids and endometriosis. It is estimated that around 40% of American women 35 and older have fibroids and 10 to 20 percent of American women of childbearing age have endometriosis. Fortunately, there are choices you can make to help this condition.

What is Endometriosis?

Endometriosis is a common gynaecological condition which can affect up to 15% of all women. Half of all women with endometriosis will be infertile. It is a condition where the lining of the womb implants and grows outside the womb itself. They can growth in the Fallopian tubes, pelvis, bowel bladder and even the nasal passages. The tissue bleeds every time there is a period, but in endometriosis the blood has no outlet and becomes trapped in the tissue causing pain, inflammation, cysts and scar tissue. It appears endometriosis is sensitive to oestrogen, so high oestrogen levels are linked to endometriosis. Common symptoms are pain during periods, painful sex (60% of all cases), heavy or irregular periods, back pain, nausea, fatigue, GI problems and infertility.

What are Fibroids?

Fibroids are non-cancerous growths in or on the muscular wall of womb and affects about 20% of women over age of 30. Symptoms are mainly heavy periods-due to surface of the womb being bigger, but no pain. Sometimes women experience frequent urination, constipation and even back ache, for some there is a risk of anaemia and infertility.

Risk Factors Associated with Endometriosis and Fibroids

Excess Levels of Estrogen / Deficient Progesterone: Excess estrogen causes abnormal tissue growth and is a direct cause of both fibroids and endometriosis for many women.

X-Rays: Any amount of radiation may increase the risk of fibroids. Many women actually develop these problems months after a mammogram.

Too Much Caffeine: A 2001 study published in Fertility and Sterility revealed that women who consume 500 milligrams of caffeine daily, which is the equivalent of 4-5 cups of coffee, produce 70% more estrogen in the follicular phase of the menstrual cycle than women who consume less than 1 cup of coffee.

Meet: Research published in Obsetrics and Gynecology discovered that eating red meat doubles the risk of developing uterine fibroids. This is most likely due to the hormone injections and antibiotics given to conventional animals.

Oral Contraceptives: Statistics show that a large percentage of women who have these issues have taken the pill. Oral contraceptives can also aggravate fibroid problems and endometriosis for susceptible women.

Lifestyle Changes that can Help Endometriosis and Fibromyalgia.

Fiber – Increase the amount of fibrous foods in the diet to balance estrogen’s .

Lose Weight – Being obese increases the number of fat cells in the body, which produce more oestrogen increasing hormone levels.

Stress – stress can cause women to stop ovulating and hormonal issues.

Avoid alcohol – It is the job of the liver to break up oestrogen levels and excrete them, so excess alcohol is a burden to the liver .

Avoid Sugar and simple carbohydrates such as white bread – These foods cause inflammation, pain and swelling.

Avoiding smoking – this depletes micro-nutrients required for healthy hormone balance and the immune system.

Essential Fats – EFAs help to metabolize hard, clogging saturated fats that contribute to fibroid growths. EFAs also help maintain hormone balance and reduce inflammation- important.

Cruciferous veggies – These vegetables include broccoli, cauliflower, cabbage and Brussels sprouts and contain a natural antioxidant with powerful anti-tumor activity called Indole 3 carbinole. This improves estrogen metabolism and the body’s ability to eliminate excess estrogen.

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Is Bikram Yoga Safe For Knees After Surgery?

Knee surgery for a torn meniscus or entire knee replacement sometimes becomes imperative; its rehabilitation takes about seven to eight weeks; by that time any inflammation, redness or pain will be taken care of; as soon as you are able to put your weight on your affected leg without pain, you are ready for Bikram (hot) yoga. It is better to go slow in the beginning- right after the surgery- if there is any indication of redness, swelling or soreness, remember to ice it. Also avoid stretching or bending the leg too far. In Bikram yoga an hour and a half of performance of very challenging poses, in a room kept at 105 degrees Fahrenheit and humidity level at forty percent, produces profuse perspiration to relieve the body of all toxic wastes. It also increases the strength and elasticity in knees after surgery; and prevents injuries in future

Rewards of Bikram Yoga after Surgery

  • Strengthens inner and outer quadriceps
  • Strong inner, outer, upper and lower muscles support the weak knee
  • Increased blood flow and nutrients for the affected knee

Knee Protection while Performing Yoga

After knee surgery, one might want to return to one’s lifestyle quickly, it is important to do so with extreme caution. Adopting wrong poses or pushing beyond limits can further endanger your knees. To practice Bikram yoga as you are recuperating, keep the following in mind.

  • Keep your feet well placed and aligned. Push down through all four corners of your feet for most of the asanas. If your feet are not in the right position, your knees will be affected adversely.
  • Your knees should be in line with your ankles, not moving out over them. This is important especially for lunges and knee bends. The knee must be directing towards the middle toe. In standing extended-leg forward fold, remember to pull up on the arches of the feet.
  • Some postures in Bikram yoga require locking the knees, refrain from that after surgery; you may pull in the knee-caps to take up a pose. If you need to hyperextend your knees for a certain pose, do so by keeping the knees slightly bent in most standing and forward folding positions.
  • If your hips are not opened up or extended fully, your knees will have to bear extra pressure during most of the standing postures. You must open your hips early in a class to avoid putting this strain on your knees.

Bikram yoga practitioners who have gone through knee surgery must take extra care to perform certain poses. Hero’s pose if not performed rightly can pull at the knee-ligaments, while done properly, proves beneficial in healing the knees. In Triangle pose there is a risk of locking or hyper-extending your knees. In Seated-Forward Fold, bend your knees a little to avoid any further damage to your knee. To practice Child’s pose, put a blanket between your buttocks and calves to reduce strain on your affected knee. As this branch of yoga puts a great emphasis on patience, you must remember to be patient and allow enough time for your body to heal fully before you put it through a demanding regimen.

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Characteristics of a Good Automotive Repair Mechanic

Knowledgeable on various auto parts.

This is perhaps the most basic characteristic that any auto mechanic should have. Lots of different auto parts are out in the market today. And because we, as car owners, do not necessarily possess the sufficient knowledge when it comes to vehicle parts, we will inevitably depend on the expertise of our mechanic. A simple trick to determine if your chosen car specialist really knows his business is to ask him to differentiate a few parts and gauge whether he is confidently answering your question or is just making his way around.

Diverse background on automotive repair experiences.

Years ago when the makes of our vehicles were much simpler, any mechanic would have been okay. But with today’s high-tech and complex vehicles including family sedans, sports and luxury cars, SUVs, and pick-up trucks, we need someone who has a diverse background in automotive repair services. Mistakes have no room when it comes to automotive repair as these will only make things even more costly. Choose a mechanic who has certifications of training programs and classes that he has attended. The mechanic’s time spent in studying as well as in the actual practice of automotive repair is very advantageous for us car owners.

ASE certified to be an automotive repair professional.

Speaking of certifications, perhaps the most famous and widely recognized one, when it comes to professionals in the automotive industry is the ASE certification. Annually, an estimated 100,000 automotive technicians take ASE certification exams each May and November at over 750 locations.

With an ASE certification, we are assured that our mechanic has good background in all automotive services because an ASE certification requires a minimum of two years work experience in addition to passing a series of examinations that include Engine Repair, Engine Performance, Electrical/Electronic Systems, Brakes, Heating and Air Conditioning, Suspension and Steering, Manual Drive Train and Axles, and Automatic Transmissions for auto technicians alone. There are separate tests for those who want to be collision repair technicians, engine machinists, parts specialists, and others.

Furthermore, all ASE certifications have expiration dates which requires technicians to re-test every five years to keep up with technology and to remain certified.

Works in a reputable auto center.

Unfortunately, ASE certifications apply only to individuals and not to auto centers. However, an auto center with at least one ASE certified mechanic is allowed to display the ASE sign. Furthermore, an auto center that has 75% ASE certified mechanics among its employees are given the Blue Seal of Excellence from the ASE.

Aside from the ASE recognition, other signs that we should look for an auto center include neat and well-organized facility complete with modern equipment, courteous staff, and good policies (regarding labor rates, diagnostic fees, guarantees, etc.)

Highly recommended by family and friends.

Nothing can attest to the quality service that any auto center and mechanic can give than testimonials of our family members, relatives, and friends. Ask for referrals and recommendations. Local community organizations and business listings are also good sources of information.

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The DO’s and DON’T’s of a Pharmacy Technician

Despite the main role of the pharmacy technicians has been instructed to assist the pharmacist in nearly all of the clerical and administrative work in the pharmacy or the hospitals, there is certain tasks which are not supposed to be handled by the pharmacy technicians under normal circumstances by the bide of the medical rules. Here are some of the DO’s and DON’T’s of a Pharmacy technician.

The DO’s :

1. They are responsible to obtain & record patient drug histories for pharmacy records

2. They are allowed to pre-package drug with the knowing of the drug’s expiration date.

3. They can order, receive, unpack, and put away drug shipments

4. They need to collaborate with other regulatory colleges whose members prescribe (medicine, dentistry, midwives, nurses), to develop protocols surrounding verbal prescriptions.

5. They must wear name badge with words “Pharmacy Technician” on it to specify their role clearly to anyone which they have attended with

6. They can load automated drug distribution equipment

7. They must maintain confidentiality on all patient health information

8. They should review all technician policies & procedures annually

9. They are responsible to reconcile the quarterly perpetual inventory count for all the medications in the clinic, pharmacy or the hospital so as to get to know should there are any discrepancies found and to brainstorm among the teams as on how should these discrepancies be reduced.

10. They are authorized to sell or deliver prescriptions to patients

The DON’T’s :

1. The pharmacy technicians cannot certify pre-packaging nor certify dispending

2. They are not allowed to remove drugs/supplies involved until checked by a pharmacist

3. They should not and cannot take prescriptions over the phone

4. They should not leave discrepancies unreported

5. They are not allowed to discuss patient health information outside of the professional work setting as these information are all private and confidential.

6. The pharmacy technician cannot assess drug therapy or discuss therapy with patients

7. They cannot take a changed prescription order

8. They should not counsel any of the patients based on their knowledge and expertise as they do not own the skill-sets and knowledge of a pharmacist to gain the authorization in make sure what they have counsel are correct.

9. They cannot dispensed the medications to the patients until the identity and the volume of the diluents are checked by the pharmacists accordingly.

10. A Pharmacy Technician are not allowed to interpret data or advise/answer health and drug-related questions

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Reinsurance For Auto Dealers – Is It Worth It?

Reinsurance can be defined as an agreement between two insurance companies. The reinsurer in this arrangement is the second business and provides risk management for paying claim shares arising from initial insurance company. Auto dealers are now embracing owning reinsurance companies to enjoy coverage for different policies in their contracts.

Reinsurance programs offer an opportunity to enjoy underwriting profits as well as investment income from finance and insurance products sold to customers in an auto dealership. Apart from automotive dealers, reinsurance can also be enjoyed by other service providers. For auto dealer, the commonly reinsured items include vehicle service contracts, GAP and aftermarket among others.

A smart auto dealer will always be on the lookout for hidden profit opportunities and vehicle service contract reinsurance is a major wealth creation opportunity available to the dealers. There are lots of companies offering competitive programs and availing them to independent dealers and franchises as well. The reinsurance concept for auto dealers comes with a number of benefits to them and this is probably what have made the programs popular among the dealers. Here are some of the benefits that make the reinsurance for auto dealers worth trying out.

The reinsurance programs offer auto dealers control over own insurance company

With this kind of control, auto dealers are able to enjoy premiums generated from different vehicle service agreements and aftermarket insurances. The insurance company holding premium reserves provide the owner with new wealth and profit creation source. When these reserves are reinsured, the risks to selling dealer are greatly limited.

The programs ensure efficient cash flow and profit maximization

Reinsurance programs have a reliable remittance system. Any warranty repairs offered by the dealer get deducted from premiums submitted and this in turn accelerates payment to the dealer for the repairs made.

Reinsurance for auto dealers also offers flexibility in customizing terms and coverage’s

This is because there are high probabilities of weekly funding of the premium accounts, full accounting as well as reporting. When the dealer is able to customize the coverage and terms, there is complete management control of the reinsurance company thus maximization of the profit opportunities.

The programs make it easy to pay claims

Auto dealers who consider owning reinsurance companies always have money available to settle claims. The programs basically eliminate the situations where most dealers have had to foot the cost of claims for lack of backup funding. Dealers therefore enjoy more security when they take up reinsurance programs matching their exact needs.

The contracts help in improving customer satisfaction

There is really nothing more important that customer satisfaction for any given business. Vehicle service contracts offer some of the best ways of improving customer satisfaction and also provide confidence in sales process improving the dealership at the end. Reinsurance offers any auto dealership the opportunity to grow to the next level by offering claims to customers with the increased control over the reinsurance company. When customers are happy, the dealership is able to maintain a loyal clientele thus increasing growth and expansion opportunities.

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Startup Law 101 Series – Mistakes Founders Make – Misunderstanding Capitalization

The Issue – What It Means to Own “X% of the Company”

What does it mean that you own x% of a company?

Founders can get confused on this issue. Why? Because there are at least three possible points of reference by which to measure percentage ownership. It can be measured with reference to: (1) issued and outstanding shares only (the narrowest corporate measure); or (2) issued and outstanding shares as adjusted to reflect the maximum dilution possible from the exercise of all stock options and other contingent equity interests outstanding in the company (the “fully diluted” measure); or (3) authorized shares used as a working model of where a company’s board of directors believes the shareholders will be at some future date (the working model measure).

In its own way, each of these measures can legitimately be used by founders in discussing percentage ownership in a corporation. Problems can and do arise, though, when founders discuss this issue and take actions on it without thinking about which reference point they are using. Below I describe the problems this creates and note what to look for to minimize potential problems on this important issue.

What the Concept of “Authorized Shares” Means

When an entity is formed it is capitalized. This means that founders contribute cash or other assets to the entity and, in return, get an ownership interest in the entity. In a corporation, this ownership is evidenced by shares of stock. In an LLC, it is evidenced by a membership interest or perhaps by units evidencing such membership interest. Whether you get shares of stock or some form of ownership units, you will own a certain percent of the company as a whole.

In various contexts, this question — “what percent of the company do I own?” — can be significant. Sometimes a key person is promised x% of the company in exchange for some specific contribution. At the time of funding, founders are told that they will give up x% of their company to VCs in exchange for the dollar investment being made. When they are considering such issues, founders need to understand how this terminology is being used in order to avoid misunderstandings and potential problems.

We can explain how this works with either a corporation or an LLC. Let us use a corporation to illustrate the points.

When a corporation is formed, the charter document (articles or certificate of incorporation) specifies the number of “authorized shares.”

The concept of “authorized shares” is an important one in corporate law. A corporation is a legal person. Being an artificial person, it acts through agents. There are shareholders, who own the corporation. There are directors, who sit as a board and manage it at the highest level. And there are officers, who conduct its day-to-day operations. Shareholders control the corporation by controlling the board, which in turn makes the most important decisions for the corporation. Having been put in place by the shareholders, the board is responsible for making all key decisions that are out of the ordinary course of the day-to-day business operations of the company. One of these decisions is whether to issue stock to various persons and on what terms and conditions to do so.

Got that.

The shareholders control the board.

The board determines what stock to issue and to whom and on what terms.

But the board must always act in the best interests of the corporation and its shareholders. Those who sit as directors on such a board have what the law calls a “fiduciary duty” to exercise the highest good faith and diligence to promote the interests of those shareholders.

To protect the shareholders, as the ultimate owners of the corporation, the corporate law sets an outer bound on what the board can do in issuing stock: the board can always vote to issue stock from the pool of shares authorized by the shareholders (or, initially, by the incorporator) for this purpose. It cannot exceed that bound. This rule protects the shareholders of a corporation from dilution of their ownership interest beyond the limits they have authorized.

So let’s recap again.

The shareholders control the board.

The board determines what stock to issue and to whom and on what terms.

In issuing shares, the board is ultimately limited in what it can issue by the number of shares previously authorized by the shareholders for this purpose — that is, the board’s authority to issue shares is ultimately capped by the number of authorized shares in the corporation.

This is important. The concept of “authorized” shares plays a vital role in corporate life by giving the shareholders an ultimate say on ownership issues in the corporation. But (and this is a big but), except when considered conceptually as the basis of a working model used for planning purposes only, the authorized-share concept has nothing whatever to do with what percentage of ownership interest any shareholder has at any given time.

Issued and Outstanding Shares as the Strict Corporate Measure

It is time for our first quiz.

You form a corporation and, as incorporator, designate 10 million as the number of authorized shares, all common stock.

You appoint yourself as the sole director and, acting as such, authorize 5 million shares to be issued to you as the sole shareholder. You pay for the shares and cause the corporation to issue them to you.

So, 10 million shares authorized and 5 million issued to you. What percent of the company do you own?

That’s right, you own 100%.

It is not, “I own 5 million of the 10 million authorized” and therefore 50% of the company. Remember, authorized shares have nothing to do with actual ownership at any given time in the corporation’s history. Only the issued shares count toward this purpose.

So, you own 5 million shares out of a total issued of 5 million and hence 100% of the company.

Let us extend the example. Say you have a co-founder who received 1 million shares at the same time as you got your 5 million.

What percent of the company do you own?

Now there are 6 million shares issued and outstanding. You own 5 million out of that total. Therefore, you own 5/6ths of the company, or approximately 83.3%. Your co-founder, in turn, owns 1 million out of the 6-million total, or 1/6th, or approximately 16.7%.

Again, none of this is calculated with reference to the 10 million shares authorized for this company. It is technically wrong, as a matter of corporate law, to say that you own 50% of the company in this example because you own 5 million out of the 10 million shares authorized, and it is equally wrong to say that your co-founder owns 10% in owning 1 million out of the 10 million authorized. Yet people will sometimes refer to the authorized shares as the basis for saying how much they or others own in a company and, when rightly considered, this has a certain logic to it. Let us consider, then, how this comes up.

A Potential Ambiguity from Using a Working Model as a Point of Reference

Let us now extend the example further and assume that you promise a key person who will be joining up with you and your co-founder that he will get 2% of your company if he does this or that.

In technical terms under corporate law, what is it that you have promised when you make such a statement? Well, there are 6 million shares issued, 5 to you and 1 to your co-founder. If you take 2% of the 10 million authorized shares, your key person would get 200,000 shares. But 200,000 in relation to the 6 million shares issued (plus 200,000 to be issued) is not a 2% ownership interest but rather about 3.2% (200,000/6,200,000). In technical terms, the 2% interest would be just over 120,000 shares (120,000/6,120,000 equals just under 2%).

While this is the technically accurate outcome, it is true that most parties, when discussing what “2% of the company” would mean in the above example, would likely think of the number 200,000. Why? Because they know that a corporation, or at least one functioning as an entity for a startup business, does not sit stagnant. It operates according to a working model.

In authorizing 10 million shares, you likely are working on the assumption that the 10 million shares will eventually be issued. You might even be thinking something like this: OK, 6 million shares to the founders, 2 million for an equity pool to be issued to key people, and 2 million for future investors. Hence, based on your working model, the correct way of interpreting “2% of the company” would be 200,000 shares, even though this would be wrong under strict rules of corporate law.

In a sense, both views are right. One measures the 2% with reference to existing shareholdings and the other with reference to anticipated shareholdings in the company.

It is precisely for this reason that founders get into trouble by making promises like “I will give you 2% of the company,” at least if they don’t clarify what they mean. Technically, under corporate law, this would mean just over 120,000 shares in our example. But if the recipient says he understood it as being measured with reference to the company’s working model, you have a problem and maybe even a lawsuit on your hands.

Issued and Outstanding Shares as Measured on a Fully-Diluted Basis

Let us shift to a different example to explain this further.

You have 10 million shares authorized, 4 million shares issued to founders, 2 million to investors who hold preferred stock convertible into common at a 1 to 1 ratio, and a total of 1 million stock options issued, none of which have yet been exercised. You are one of the founders and you own 1 million shares.

What percent of the company do you own?

Well, you clearly have 6 million shares issued and outstanding (4 to founders and 2 to investors). Does this mean you own 1 million out of the 6 total, or 1/6th, or just a shade under 16.7%. The answer is: yes and no.

Yes, in technical corporate terms. If your company were acquired in just that instant, and nothing in the acquisition made the options exercisable and none of the options were or could be exercised as of the closing date of the acquisition, you would share in exactly 1/6th of the total proceeds. If the company were acquired for $6 million cash, net of expenses, you would get exactly $1 million for your shares.

But no, not really. Because, while the above presents an accurate picture of what might happen in a particular instant of corporate time, the options in reality will likely become exercisable over the course of time and will or at least may be exercised in whole or in part. Indeed, the very point of issuing options is to provide incentives for key people. If they were not exercisable, that would defeat the point.

Therefore, you need to figure options (and all other contingent equity rights, such as warrants) into the equation to determine what percent of a company you really own. The technical term for taking all these into account is to say that you own “x% of a company on a fully-diluted basis.”

If we look at our example using the “fully-diluted basis” measure, then, you would own 1 million out of a total of 7 million shares either issued and outstanding or issued contingently and capable of being converted into shares in the future. Thus, you would own 1/7th of the company, or just a shade under 14.3%.

Does this mean that you might not actually get a higher percentage should an acquisition occur before all those options and other contingent interests were all exercised? Almost undeniably, you would get some higher percentage interest in most real-world situations.

Why? Because options typically require vesting and not all holders of options will vest in full. Thus, some options will simply be lost to their holders and would hence be subtracted from future computations of the “fully-diluted” capitalization of the company. Still other options will not have acceleration provisions attached to them and will not be vested (and hence not exercisable) at the time of any acquisition.

While the exact outcome is in flux, this arises from the nature of the equity interests in a dynamic startup and not from the measure itself. The fully-diluted measure is in fact the most accurate way of assessing the percent of a company that one has at any given time.

Let us again recap regarding the available measures for measuring percentage ownership in a company. In our first example above, we identified two reference points that might create ambiguity in how a shareholder might understand his percentage of company ownership: his holdings might be measured with reference to issued and outstanding shares only or it might be measured with reference to the company’s working model. To this we must now add yet a third one (the fully-diluted measure): shares can be measured with reference to the total of all shares, option rights, and other contingent rights outstanding in a company by assuming that all such contingent rights have been converted into shares.

How Capitalization Is Measured in VC Funding Deals and the Potential for Confusion by Founders

Now let go one step further to see how VCs measure capitalization at the time they make their investments.

VCs will typically take preferred stock but the nature of the stock they receive is not relevant to our illustration if we assume that their preferred stock will ultimately be convertible 1 for 1 into common stock (which we will assume here).

Let us go back to our example with 10 million authorized shares. You are a founding team holding 4 million shares total, which you issued to yourselves at trivial pricing at the time of company formation. Now you negotiate with the VCs a $6 million “pre-money” valuation for your company. They are prepared to invest $4 million in a Series A round. When added to the pre-money valuation, this gives the company a value “post-money” of $10 million. The VCs will pay $1 per share for their stock based on these valuations. They get 4 million shares for their $4 million.

In this example, the founders have 4 million shares, the VCs have 4 million shares, and the remaining 2 million shares out of the authorized total are designated as being set aside for an equity pool of shares to be issued to key people as incentives.

Now, it is the near-universal rule among startups to treat this scenario as one in which the founders “get 40% of the company,” the VCs “get 40% of the company,” and the remaining 20% is reserved for equity incentives.

This type of assessment is accurate if we assume that such percentage computations are calculated with reference to the working model negotiated between the founders and the VCs for this investment.

And there is, of course, nothing wrong with such an assessment. It is exactly what the parties have in mind when they make such a deal. Indeed, every such deal is accompanied by a sophisticated “cap table” that spells out the company capitalization in intricate detail, factoring everything possible that might contribute to the ultimate dilution of the total shares.

Yet great confusion typically results from this method of figuring and discussing capitalization.

Why? Because, in reality, under corporate law, the founding team that just did this deal has given up 50% of its company, not the 40% discussed with the VCs under the working model.

When control issues are discussed, you have in this case a classic case of shared control because each group holds an identical interest, just as in any 50-50 situation.

If, by some miracle, the company were to be acquired the day after the Series A closing in this example, the VCs would get 50% of the net proceeds of the sale, not 40%.

If part of the negotiated terms included giving the VCs the right to designate an outside CEO who would get a large grant of stock as part of his compensation, the control would shift immediately and decisively to the VC side. They would not need a full 10% shift, as might be implied from the idea that they hold a 40% interest. They would need only the slightest shift to hold just a bit more than 50% and thereby gain control.

I do not raise these issues to imply perfidy on the part of VCs. The deals so structured are legitimate ones. The parties know what they are doing and specifically negotiate them in just such a fashion, each to attempt to achieve its goals. And those goals are by no means seen as adversarial at their core. All parties see the structure as one by which they can work together to their mutual benefit. The investors have as much right to protect their investment as founders do to protect their position. In reality, each side works cooperatively with the other while taking formal steps to protect itself from potential abuse. This makes sense and is a healthy outcome for all concerned. Issues such as control are often negotiated in great detail and there are often agreed-upon terms specifying who will get what board seats and the like.

What I do mean to say here, though, is that founders need to understand the full implications of what they are doing when they do such deals. In the example just cited, they are not giving up 40% of their company but 50%. Yes, if it all plays out and the equity pool is ultimately exhausted, it will turn out to be 40%, as each of the 50-50 players will be progressively diluted to 40% as the pool shares are issued and converted into stock.

As a founder, by all means, do such deals when they meet your interests and those of your company. Just understand their implications. Should you encounter an unscrupulous VC firm under such an arrangement, you may find yourself out in the cold long before the equity pool is exhausted and your founding team’s theoretical interest diluted to 40%. Once control is lost, moreover, any shares you own that are subject to vesting would likely be forfeited if a coup occurred and your service relationship with the company arbitrarily terminated.

Do the deals, then, but understand the risks. A good VC firm will add value far beyond its money investment. A bad one can cause problems far beyond the dollar impact of its investment. When you make assumptions about who owns what percent of a company, and who can do what as a result of that ownership, you need to know which shares count and which are only part of a working model that do not count toward ownership under corporate law as measured on the day the VC round closes.

Conclusion

We have reviewed various scenarios of what it means to “own x% of the company.” As you have seen, the phrase can mean different things to different people, depending on whether it is being measured by actual shares issued, by such shares when “fully diluted,” or by a working model that makes assumptions about what shares will be issued in the future. All are legitimate modes of measurement, depending on the situation. Just make sure you understand which is being used when you assess your own interest and the interests being granted by your company to key people and to investors. If you fail to do so, you may get into trouble.

Of course, don’t forget to check with a good business lawyer on all such issues. The decisions will always be yours but you should make them with open eyes. A good attorney will help immeasurably on such issues. Don’t neglect this resource.

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Real Estate Investment Outlook

Although it appears to have been mainly technical factors that triggered the correction in the stock market, inflation concerns have been the major cause for plummeting stock market prices. We have outlined such a scenario of inflation and its impact on real estate investments.

Indeed, the difference between current and trend economic growth is moving close to zero, rising labor demand is putting upward pressure on wages and salaries, but it is still far from a strong acceleration in inflation rates. Meanwhile, the recommendation by the US Department of Commerce in its investigation to restrict aluminum and steel imports on national security grounds is a reminder that the risk of escalating trade tension has a significant impact on real estate investments.

We are not suggesting that the probabilities of risks have risen substantially in light of these events. However, we argue that higher volatility combined with uncertainties about the future uncertain outlook for US trade policy is not an environment where we should risk everything on one endeavor, but rather seek returns by pursuing opportunities in the real estate market.

It would be more than natural that unjustified price appreciations will be corrected over time. Some observers believe that rising inflation may have played a prominent role in the recent stock market sell-off. However, higher inflation points to an overheating economy and rising wages could lower profit margins. Neither case obviously applies at the current time. However, historical evidence shows that periods when inflation begins to rise often create volatility in real estate markets and, on average, returns are meager. Finally yet importantly, higher interest rates could hit real estate prices if they reflect rising risk. Higher interest rates should be less relevant if they result from higher growth.

For now, we expect the implications of rising interest rates on the real estate outlook to be limited. A more persistent significant decline in real estate prices could, however, be associated with somewhat slower growth, either because the economy anticipates a slowdown, or because economic decline itself dampens growth.

The impact of rising interest rates on growth also depends on the factors that pushed up interest rates. The rise in interest rates could be the consequence of stronger growth momentum, in which case the economic fallout is understandably limited. However, if higher interest rates reflect rising risks, for instance, then growth may well suffer more significantly. Financial conditions remain very loose and interest rates relatively low. This should continue to support economic growth.

Therefore, we are keeping our scenario of sustained economic growth: (1) higher world economic activity, (2) rising fixed capital formation, (3) a very gradual adjustment of monetary policy in the US. We acknowledge the risks from higher protectionism, as recent announcements are a reminder that trade frictions could escalate significantly. At this point, it remains to be seen what action the US will take and how other countries may respond.

Since the beginning of the Great Recession in 2008, most have averted the specter of deflation by deploying conventional and – even more importantly – unconventional measures of monetary policy. Inflation in the US averaged around 1.5%, with a dispersion of -2% in mid 2009 to approximately 3.8% in late 2011. Currently, US consumer price inflation stands at 2.1%.

In the US, the government is embarking on a path of fiscal stimulus, and more trade tariffs and trade friction may push inflation higher. However, several factors are keeping underlying inflationary pressure contained for now, including still-cautious wage bargaining behavior by households, price setting by firms and compositional changes in the labor market. In addition, the recent readings have likely overstated current price trends,( the surprising weakness in inflation in 2017). Outside the US, wage and price trends have not changed much in recent months.

Against this backdrop, we do not foresee any surprises over the course of 2018. The Fed is expected to gradually lift rates with caution depending on the tightness of the US labor market, the evidence of accelerating wage dynamics and the potential impact of higher financial market volatility on economic growth.

In addition, a tax policy that fosters the competitiveness of Corporate America and attracts direct foreign investments, helping to raise the potential growth rate of US, should also be supportive for the greenback. At the same time, there are as many factors pointing to a glorious future for real estate markets

According to the Federal Reserve Bank of New York, the current probability of recession for the US economy stands at around 4%, moving to approximately 10% at the end of 2018. In our view, the gradual tightening of monetary policy, limited inflation expectations and cautious investment demand, will keep real interest rates relatively low. Therefore, we prefer real estate investments in 2018.

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Alchemical Weight Loss – Transformation of Excessive Weight Into Human Spirit

The unsolved problem of obesity:

Coping with overweight is one of the most desperating issues for those who experience it. Conventional efforts for treating the problem by means of diet and physical exercise are revealed again and again as ineffective in the long run. Still, most human beings keep trying in the same ways. The result is always another rise in weight, with the addition of failure feelings, helplessness and desperation. The reason for failure lies in the misunderstanding of the dynamics in which the physical body gains weight.

The known diet is based on the assumption that the physical body raises as a result of excessive caloric balance which turns into physical material – excessive fat. According to this understanding the derived conclusion is that reducing the consumption of physical material – food – will bring about a reduction of the physical body. This perception is mistaken because it is based on a narrowing view and on analytical causation, which suggest a physical solution to what is sees as a problem that is physical in essence. This conception oversimplifies the complexity of man and neglects the many strata that affect his life, far beyond the physical dimension. Due to that, it cannot offer an effective solution to the problem. The holistic perspective on man tells us that in order to solve a problem, physical as well, we are ought to expand the point of view and understand the entirety of physical, emotional, mental and spiritual causes, in which it was created.

The roots of the obesity problem – Reversed alchemy of gold into lead:

The alchemical perspective on the obesity phenomenon begins with the perception that man is an entity that own creation forces, and is capable of building by himself its physical body, emotional world, mental forces and spiritual strength, and create the physical and spiritual reality in which he or she lives. This force is executed by the ability of man to do a transformation of itself and its environment from low energy existence to existence of a higher frequency, in the same way that an alchemist turns lead into gold. In fact, this is the aim of his life and to there leads his personal path. Overweight is a sign that for some reason the person is focused too much on creating himself a physical body, and neglects the creation of other parts of him and his life.

Creation forces that reside in man are executed by the interaction of two fundamental and opposing energies. These energies are known in different names as matter and spirit, prana and shakti, yin and yang, and so on. In this article I shall refer to these energies as light and darkness.

The interaction between these opposing forces has been the factor that created man while being in the womb of its mother, and in the first years of its life. This creating interaction can exist when these two energies are distinct from each other. In this situation the light supplies the creation program and the darkness creates the physical, emotional, mental, and spiritual structures needed for its execution. However, with birth the strength of darkness intensifies, due to the primal trauma of disconnection from cosmic feeding, and it is expressed in the constitution of strong pulling (gravitational) forces that absorb light into them.

In this situation man lacks the ability to execute the creation program that is imprinted in him, because the absorption of light by darkness creates a process of reverse alchemy in which it declines in its frequencies. The result is that instead of being a creating force it turns to an exterminating force that continues to transform high frequency material to low frequency material. The result is that the man gets to a route of death and termination, instead of continuing creation and development.

The light that is swallowed in darkness, perpetually keeps trying to execute the creation intention in it, and it tries to turn the direction of the alchemical process, to increase in its frequency and escape from the absorption of darkness. These efforts are actually seen in various human behaviors, from physical manifestations to emotional, mental and spiritual expressions. The ability of light to escape from darkness is totally dependent on the acknowledgment and acceptance of these human manifestations by its human environment in the first years of its life. But because the light that tries to escape is of a low frequency, it is manifested as behaviors that do not look lighted, and they express mostly egoistic personal wishes. Society, in general, rejects most of these expressions and forbids them and later on man learns to reject them himself, usually in an automatic unconscious way.

Weight gain as a result of the rejection of light and its collapse:

In order to be expressed as light that has the ability of giving, instead of absorption qualities that darkness has, light has to vibrate in the frequency that is right for it. The rejection of the light that tried to escape darkness causes it to lose this frequency and it collapses into a chaotic structure of a too low frequency, in which it continues to be expressed as darkness. The collapse is taking place in a complex process, in which the light that tried to go out is not falling back to a dimension of total in-existence, but collapses to lower levels of existence than the ones it should have reached. Light that was supposed, for example, to create a solid and functional physical body but was rejected, decreases in its frequency and creates a lower frequency physical body that is nonfunctional and is not supposed to exist according to the program of man. In other words – it creates fat. In the same way light that wad supposed to be manifested as an emotion and was rejected, deteriorates in its frequency and becomes a physical matter that is again manifested as fat.

Thus, there is a sustainment of the process in which the rejection of light (either by society, or by the unconsciousness of man) moves it to exist in lower energetic levels (characterized by forces of absorption and destruction instead of creation) than the ones in which it is supposed to be. Thus the reversed alchemy through which light goes, builds a physical body that is growing by the superfluous layers that are added to it, and the result is overweight. Man continues to be created, but the structure it creates is chaotic, unbalanced and distorted. The light that tried to get out of darkness in order to execute the creation program inside it, is left in the level of physical body as an unrealized potential.

The relationship between food and obesity in alchemical view:

In its unstopping efforts to raise the frequencies of light that collapsed to darkness, man is looking for external energy that will assist him in achieving that. This energy exists in the world as manifestations of spiritual entities to which man calls God, cosmos, Shiva, etc. However, because he hesitates to place full trust in them he prefers to receive energy from earthly sources, and food is the most available source that man consumes in order to enable the light in him to escape from the pull of the darkness. But because the food is consumed by a man whose energetic structure is characterized by absorption forces in the first place, it too goes through reversed alchemy processes. The food structure turns chaotic and his energy is absorbed to areas whose frequency is too low and which are continuing to grow as a physical body. That’s why food can, and does, cause overweight.

Narrowing the amounts of food and its composition by diet admittedly brings about reduction in the sizes of physical body, because it reduces the absorption forces by denying energy from them, thereby allowing more light to come out, mainly from the unproportionally created body. Yet, the rise of light raises also the fear of new rejection of it, and this fear turns to a gravitational force that prevents the light from getting out. Moreover – it brings about collapse of additional light that succeeded to escape. The result is that diet even strengthens the absorption forces and the reverse alchemy processes, and when man stops the diet and returns to eat as usual, his body gains weight even more. Thus, the more man experiences additional diets, the lower are his chances to reduce his weight, because his structure becomes more and more energetically absorbing and the reverse alchemy processes in him become stronger and stronger. The result is increasing fattening.

Alchemical weight loss – transduction of physical material:

According to the alchemical perspective weight loss is a process in which the light that collapsed and turned into redundant physical material, is rising again in its frequencies and reaches the energetic levels that are right for it. The result of reducing weight in this way is emergence of new parts in the person, in his emotional, mental and spiritual world, as well as his physical body. This weight reduction process creates an alchemy of low material into a new person, more complexed and of a higher energetic frequency existence.

From a person with an exaggerated mass of low frequency material, which looks like physical material, it turns into a more developed entity with creation forces and creation intentions, instead of destruction forces, including the destruction of self. This process is bringing the person to a route of energetic transduction, gives hope to his life, gives him back his connection to self, enables him to feel capable to realize his wishes, gives him the ability to distinguish between good and bad in his life, and mostly enables him to feel connected to an entity bigger than himself. Thereby this process fixes the feeling of existential loneliness that characterizes men’s life. This is a very different way from the way of an ordinary diet in which the person tries to get rid of parts of himself, and thereby strengthen the self blame, desperation, anger, and feeling of alienation.

The way to alchemical transduction of body weight:

In order to start the alchemical process that is necessary for the reduction of weight it is first needed to stop the continuation of the reversed alchemy processes inside us. These processes do not allow us to grow and they turn our potential to physical material.

These processes, in essence, are light that does not succeed to approach consciousness and therefore decreases in its frequencies, and thus the most important elementary tool to stop them is drawing attention to these processes by awareness to the fact of their existence. Such awareness enables the person a feeling of control that he didn’t have beforehand, when he felt helpless against his arbitrarily changing weight without knowing why, and how to prevent it. The feeling of control provides him also an ability to choose between life without self realization that is characterized by the familiar suffering, including excessive fattening, and a life in which he struggles to free the light in him and creates himself and his environment and obtains a balanced body, among others. This article consists as one such a tool of drawing awareness to these processes.

Freeing the light also requires getting over the fear from rejection and fear from change. Those fears are embedded in the nervous system and getting over it requires techniques that overpass that system. Such techniques come from varies domains of treatment, including EMDR, Kinesiology, and others. More techniques need to be developed and it requires a cooperation of researchers and therapists. Treating overweight is much more then controlling nutrition. It is a project of spiritual development of private man and humanity. That is an interesting point of view. Wouldn’t you say?

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