外文翻译
本科毕业论文外文翻译【范本模板】
本科毕业论文外文翻译外文译文题目:不确定条件下生产线平衡：鲁棒优化模型和最优解解法学院：机械自动化专业：工业工程学号: 201003166045学生姓名: 宋倩指导教师：潘莉日期: 二○一四年五月Assembly line balancing under uncertainty: Robust optimization modelsand exact solution methodÖncü Hazır , Alexandre DolguiComputers ＆Industrial Engineering，2013,65：261–267不确定条件下生产线平衡：鲁棒优化模型和最优解解法安库·汉泽，亚历山大·多桂计算机与工业工程，2013，65：261–267摘要这项研究涉及在不确定条件下的生产线平衡，并提出两个鲁棒优化模型。
假设了不确定性区间运行的时间。
该方法提出了生成线设计方法,使其免受混乱的破坏。
基于分解的算法开发出来并与增强策略结合起来解决大规模优化实例.该算法的效率已被测试,实验结果也已经发表。
本文的理论贡献在于文中提出的模型和基于分解的精确算法的开发.另外，基于我们的算法设计出的基于不确定性整合的生产线的产出率会更高，因此也更具有实际意义。
此外,这是一个在装配线平衡问题上的开创性工作,并应该作为一个决策支持系统的基础。
关键字：装配线平衡；不确定性; 鲁棒优化；组合优化；精确算法1.简介装配线就是包括一系列在车间中进行连续操作的生产系统。
零部件依次向下移动直到完工。
它们通常被使用在高效地生产大量地标准件的工业行业之中。
在这方面，建模和解决生产线平衡问题也鉴于工业对于效率的追求变得日益重要。
生产线平衡处理的是分配作业到工作站来优化一些预定义的目标函数。
那些定义操作顺序的优先关系都是要被考虑的,同时也要对能力或基于成本的目标函数进行优化。
就生产（绍尔，1999）产品型号的数量来说，装配线可分为三类：单一模型（SALBP）,混合模型(MALBP）和多模式（MMALBP）。
外文翻译中英文对照
Strengths优势All these private sector banks hold strong position on CRM part, they have professional, dedicated and well-trained employees.所以这些私人银行在客户管理部分都持支持态度，他们拥有专业的、细致的、训练有素的员工。
Private sector banks offer a wide range of banking and financial products and financial services to corporate and retail customers through a variety of delivery channels such as ATMs, Internet-banking, mobile-banking, etc. 私有银行通过许多传递通道（如自动取款机、网上银行、手机银行等）提供大范围的银行和金融产品、金融服务进行合作并向客户零售。
The area could be Investment management banking, life and non-life insurance, venture capital and asset management, retail loans such as home loans, personal loans, educational loans, car loans, consumer durable loans, credit cards, etc. 涉及的领域包括投资管理银行、生命和非生命保险、风险投资与资产管理、零售贷款（如家庭贷款、个人贷款、教育贷款、汽车贷款、耐用消费品贷款、信用卡等）。
Private sector banks focus on customization of products that are designed to meet the specific needs of customers. 私人银行主要致力于为一些特殊需求的客户进行设计和产品定制。
毕业论文外文翻译格式【范本模板】
因为学校对毕业论文中的外文翻译并无规定，为统一起见,特做以下要求：1、每篇字数为1500字左右，共两篇；2、每篇由两部分组成:译文+原文.3 附件中是一篇范本，具体字号、字体已标注。
外文翻译（包含原文)(宋体四号加粗）外文翻译一（宋体四号加粗）作者：(宋体小四号加粗）Kim Mee Hyun Director, Policy Research & Development Team，Korean Film Council（小四号）出处：(宋体小四号加粗)Korean Cinema from Origins to Renaissance(P358～P340) 韩国电影的发展及前景（标题：宋体四号加粗）1996～现在数量上的增长(正文:宋体小四）在过去的十年间，韩国电影经历了难以置信的增长。
上个世纪60年代，韩国电影迅速崛起，然而很快便陷入停滞状态,直到90年代以后，韩国电影又重新进入繁盛时期。
在这个时期，韩国电影在数量上并没有大幅的增长，但多部电影的观影人数达到了上千万人次。
1996年，韩国本土电影的市场占有量只有23.1%。
但是到了1998年，市场占有量增长到35。
8%，到2001年更是达到了50%。
虽然从1996年开始，韩国电影一直处在不断上升的过程中，但是直到1999年姜帝圭导演的《生死谍变》的成功才诞生了韩国电影的又一个高峰。
虽然《生死谍变》创造了韩国电影史上的最高电影票房纪录，但是1999年以后最高票房纪录几乎每年都会被刷新。
当人们都在津津乐道所谓的“韩国大片”时，2000年朴赞郁导演的《共同警备区JSA》和2001年郭暻泽导演的《朋友》均成功刷新了韩国电影最高票房纪录.2003年康佑硕导演的《实尾岛》和2004年姜帝圭导演的又一部力作《太极旗飘扬》开创了观影人数上千万人次的时代。
姜帝圭和康佑硕导演在韩国电影票房史上扮演了十分重要的角色。
从1993年的《特警冤家》到2003年的《实尾岛》，康佑硕导演了多部成功的电影。
毕业论文 外文翻译格式
毕业论文外文翻译格式毕业论文外文翻译格式在撰写毕业论文时，外文翻译是一个重要的环节。
无论是引用外文文献还是翻译相关内容，都需要遵循一定的格式和规范。
本文将介绍一些常见的外文翻译格式，并探讨其重要性和应用。
首先，对于引用外文文献的格式，最常见的是使用APA（American Psychological Association）格式。
这种格式要求在引用外文文献时，先列出作者的姓氏和名字的首字母，然后是出版年份、文章标题、期刊名称、卷号和页码。
例如：Smith, J. D. (2010). The impact of climate change on biodiversity. Environmental Science, 15(2), 145-156.在翻译外文文献时，需要注意保持原文的准确性和完整性。
尽量避免意译或添加自己的解释，以免歪曲原文的意思。
同时，还需要在翻译后的文献后面加上“译者”和“翻译日期”的信息，以便读者可以追溯翻译的来源和时间。
其次，对于翻译相关内容的格式，可以参考国际标准组织ISO（International Organization for Standardization）的格式。
这种格式要求在翻译相关内容时，先列出原文，然后是翻译后的文本。
例如：原文：The importance of effective communication in the workplace cannot be overstated.翻译：工作场所有效沟通的重要性不容忽视。
在翻译相关内容时，需要注意保持原文的意思和语气。
尽量使用准确的词汇和语法结构，以便读者能够理解和接受翻译后的内容。
同时，还需要在翻译后的文本后面加上“翻译者”和“翻译日期”的信息，以便读者可以追溯翻译的来源和时间。
此外，对于长篇外文文献的翻译，可以考虑将其分成若干章节，并在每个章节前面加上章节标题。
这样可以使读者更容易理解和阅读翻译后的内容。
外文翻译及原文
Pyrolysis of oil sludge first by thermogravimetry/mass spectroscopy (TG/MS) and then in a horizontal quartz reactor with an electrical laboratory furnace under different pyrolysis conditions was carried out. The influence of heating rate from 5 to 20 °Camin-1, final pyrolysis temperature from 400 to 700 °C, various interval holding stage, and catalyst on the products were investigated in detail. The TG/MS results show that pyrolysis reaction of oil sludge starts at a low temperature of about 200 °C, and the maximum evolution rate is observed between the temperatures of 350-500 °C. A higher final pyrolysis temperature, an interval holding stage, and adding catalyst can promote the pyrolysis conversion (in terms of less solid residue production). In all parameters, an interval holding stage for 20 min near the peak temperature of 400 °C can enhance the yield of oil and improve its quality. Three additives used in this work as catalysts do not improve oil product quality markedly in spite of increasing pyrolysis conversion greatly.油泥的裂解首先通过热重/质谱分析（TG / MS），然后在水平石英反应器中具有不同热解条件下的电气实验室炉进行。
外文翻译及中文译文
车床用于车外圆、端面和镗孔等加工的机床称作车床。
车削很少在其他种类的机床上进行，因为其他机床都不能像车床那样方便地进行车削加工。
由于车床除了用于车外圆还能用于镗孔、车端面、钻孔和铰孔，车床的多功能性可以使工件在一次定位安装中完成多种加工。
这就是在生产中普遍使用各种车床比其他种类的机床都要多的原因。
两千多年前就已经有了车床。
现代车床可以追溯到大约1797年，那时亨利•莫德斯利发明了一种具有把主轴和丝杆的车床。
这种车床可以控制工具的机械进给。
这位聪明的英国人还发明了一种把主轴和丝杆相连接的变速装置，这样就可以切削螺纹。
车床的主要部件：床身、主轴箱组件、尾架组件、拖板组、变速齿轮箱、丝杆和光杆。
床身是车床的基础件。
它通常是由经过充分正火或时效处理的灰铸铁或者球墨铸铁制成，它是一个坚固的刚性框架，所有其他主要部件都安装在床身上。
通常在球墨铸铁制成，它是一个坚固的刚性框架，所有其他主要部件都安装在床身上。
通常在床身上面有内外两组平行的导轨。
一些制造厂生产的四个导轨都采用倒“V”，而另一些制造厂则将倒“V”形导轨和平面导轨结合。
由于其他的部件要安装在导轨上并（或）在导轨上移动，导轨要经过精密加工，以保证其装配精度。
同样地，在操作中应该小心，以避免损伤导轨。
导轨上的任何误差，常常会使整个机床的精度遭到破坏。
大多数现代车床的导轨要进行表面淬火处理。
以减少磨损和擦伤，具有更大的耐磨性。
主轴箱安装在床身一端内导轨的固定位置上。
它提供动力。
使工件在各种速度下旋转。
它基本上由一个安装在精密轴承中的空心轴和一系列变速齿轮---类似于卡车变速箱所组成，通过变速齿轮，主轴可以在许多中转速的旋转。
大多数车床有8～18中转速，一般按等比级数排列。
在现代车床上只需扳动2～4个手柄，就能得到全部挡位的转速。
目前发展的趋势是通过电气的或机械的装置进行无级变速。
由于车床的精度在很大程度上取决于主轴，因此主轴的结构尺寸较大，通常安装在紧密配合的重型圆锤滚子轴承或球轴承中。
外文翻译原文
IntroductionLatvian legislation for forest protection belts Latvian legislation demands that forest protection belts are established around all cities and towns. The concept of protection belts originates from the Soviet Era and is maintained in Latvian legislation despite the radical changes to the political system after regaining indepen-dence in 1991. The legal background for the establish-ment of protection belts is as follows:•Law on Protection Belts (1997, 2002)•Forest Law (2000)•Law on Planning of Territorial Development (1998).Designating a greenbelt around the city of Riga, LatviaJanis DonisLatvian State Forestry Research Institute ‘Silava’, Salaspils, LatviaAbstract: Latvian legislation demands that forest protection belts are established around all cities and towns. The main goal of a protection belt is to provide suitable opportuni-ties for recreation to urban dwellers and to minimise any negative impacts caused by urban areas on the surrounding environment. Legislation states the main principles to be adopted, which include the maximum area of protection belts, their integration in terri-torial development plans and restrictions placed on forest management activities. The largest part of the forest area around Riga is owned by the municipality of Riga, which, as a result, has two competing interests: to satisfy the recreational needs of the inhabitants of Riga, and to maximise the income from its property. In order to compile sufficient background information to solve this problem, the Board of Forests of Riga Municipality initiated the preparation of a proposal for the designation of a new protection belt.The proposal was based on the development and application of a theoretical framework developed during the 1980s. The analysis of the recreational value of the forest (5 class-es of attractiveness) was carried out based on categories of forest type, dominant tree species, dominant age, stand density, distance from urban areas and the presence of at-tractive objects. Information was derived from forest inventory databases, digital forest maps and topographic maps. Additional information was digitised and processed using ArcView GIS 3.2. Local foresters were asked about the recreation factors unique to differ-ent locations, such as the number of visitors and the main recreation activities. From a recreational point of view and taking into account legal restrictions and development plans for the Riga region, it was proposed to create three types of zones in the forest: a protection belt, visually sensitive areas and non-restricted areas.Key words:greenbelt forest, recreational value, GIS, zoningThe Law on Protection Belts states that protection belts around cities (with forests as part of a green zone)have to be established (a) to provide suitable conditions for recreation and the improvement of the health of urban dwellers, and (b) to minimise the negative im-pact of urban areas on the surrounding environment.Urban For.Urban Green.2 (2003):031–0391618-8667/03/02/01-031 $ 15.00/0Address for correspondence:Latvian State Forestry Re-search Institute ‘Silava’, Rı¯gas iela 111, Salaspils, LV-2169,Latvia. E-mail: donis@silava.lv© Urban & Fischer Verlaghttp://www.urbanfischer.de/journals/ufugRegulation nr 263 (19.06.2001) on the ‘Methodology for the establishment of forest protection belts around towns’issued by the Cabinet of Ministers (CM) states: (a) The area of a protection belt depends on the numberof inhabitants in the town: towns with up to 10,000 inhabitants should have a maximum of 100 ha of protection belt, those with between 10,000 and 100,000 inhabitants a maximum of 1,500 ha, and towns with more than 100,000 inhabitants a maxi-mum of 15,000 ha;(b) the borders of protection belts have to be able to beidentifiable on the ground, using features such as roads, ditches, power lines, and so forth;(c) protection belts have to be recorded in the territorialplans of regions adjacent to the town or city; and (d) establishment of protection belts has to be agreedupon by local municipalities.According to law, protection belts should be man-aged using adapted silvicultural measures. Clear-cut-ting, for example, is prohibited in a protection belt to mitigate any negative impacts of the city on the sur-rounding environment. The Forest Law of 2000 and subsequent regulations including the Regulation on Cutting of Trees, and the Regulation on Nature Conser-vation in Forestry define clear-cuts as felled areas larg-er than 0.1 ha where the basal area is reduced below a critical level in one year. These regulations also state the permitted intensity and periodicity of selective cut-ting (30–50%, at least 5 years between entries).The third element of the legal framework relevant for protection belts in Latvia is the Law on Planning of Territorial Development (1998). It defines:(a) Principles and responsibilities of the different or-ganisations involved;(b) the contents of territorial plans;(c) the procedures for public hearing; and(d) the procedures for the acceptance of plans.The law also states that protection belts around towns have to be designated in territorial plans. Thus, the legislation gives very detailed descriptions of the restrictions to maximum area, activities and guidelines for delineation and so forth, while there are no ‘rules’for the choice of what areas are to be included in pro-tection belts. It is up to territorial planners to propose what areas to include and for negotiation among mu-nicipalities to approve the selection.Protection belt for the city of RigaRiga and the Riga region are situated in the Coastal Lowland of Latvia within the Gulf of Riga. The main landform types are the Baltic Ice Lake plain, the Litto-rina Sea plain and the Limnoglacial plain and bog plain. The total area of the administrative area of the City of Riga covers 307.2 km2, and that of the Riga re-gion 3,059 km2. In 2000 the city of Riga had 815,000 inhabitants, while an additional 145,000 people resided in the greater Riga region. During the last decade the number of inhabitants in Riga decreased by 10.5%and in Riga region by 5.3%. In the mid-1990s the main types of industry in Riga were food processing, timber and wood processing, metal fabricating and engineer-ing, while in the region agriculture and forestry, wood processing, pharmaceuticals, and the power industry were the main activities. Due to reduced industrial ac-tivities today, the main sources of pollution in Riga re-gion are road transport and households.The greater part of the Riga region is covered by for-est, i.e. 1,642 km2or 53%. About 26% of the land is used for agriculture, 4% is covered by bogs, and 4% by water. The Riga region also has a coastal dune zone of some 30 km along the Gulf of Riga. The main tree species to be found in the Riga region are Scots pine (Pinus sylvestris L.),birch (Betula spp.) and Norway spruce (Picea abies (L.) Karsten) (see Table 1). In the administrative area of the city of Riga, 57 km2 or about 19% of the land area is forest. Scots pine is the domi-nant species, covering approx. 46.9 km2(i.e. 88% of the total forest area).According to the legislation described before, a pro-tection belt around Riga city, with a maximum size of 15,000 ha, could be designated. Moreover, any propos-al has to be agreed upon among 24 local municipalities. The Riga region is divided into 24 administrative units: 7 towns and 17 pagasts or ‘parishes’.Riga municipality currently owns more than 55,600 ha of forests. Most are situated in the vicinity of Riga. Four forest administrative districts lie completely with-in Riga region and close to Riga city (see Fig. 1). The total area of these districts is 44,158 ha out of which forest stands cover 36,064 ha (82%). Thus the Riga municipality forests of those 4 districts cover only 17% of the total forest area of the Region. The dominant tree species in the municipally owned forests are Scots32J.Donis:Designating a greenbelt around the city of Riga,LatviaUrban For.Urban Green.2 (2003)Table 1.Tree species composition in the Riga region Dominant tree Area covered, ha Average age, years species––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––Total Municipa-Total Municipa-lity*lity* Scots pine95,27627,3718581 Norway spruce20,8493,0175139Birch30,5585,1246056 Other10,438552––Total157,12136,0647369*Data only for the 4 forest districts of the Riga city munici-pality that are entirely situated within the Riga region.pine, birch and Norway spruce. These cover 76%, re-spectively 14% and 8% of the forest area. Other species cover less than 2% of the area.Until the re-establishment of Latvian independence almost all forestland was owned by the state but since then many areas have been returned to their former owners and are now privately owned. Current regula-tions state that until the designation of new boundaries for protection belts has been agreed upon, all forests of the previously existing and protected green zone have to remain protected whatever their functional role or ownership status. Consequently almost all forests of the Riga municipality located in the Riga region have management restrictions placed on them, and the same can be said for forests of other owners within the previ-ously existing green zone. Currently, therefore, on the one hand significant recreation opportunities for urban dwellers are provided, while on the other hand forest owners’rights to obtain income from timber harvest in the suburban areas continue to be restricted. Suburban municipalities also lose income because of reduced land taxes from land with management restrictions.The board of Forests of the Municipality of Riga there-fore initiated the preparation of a proposal to designate a new protection belt.Study to support protection belt designation The main objective of the study presented here has been to obtain background information in preparation for further discussions with local municipalities. Stud-ies in Latvia as well as elsewhere have revealed that recreational values of forests depend mainly on forest characteristics, location and level of pollution (Emsis et al. 1979; Emsis 1989; Holgen et al. 2000; Lindhagen & Hörnsten 2000; Rieps ˇas 1994; Su ¯na 1973, 1979). A very important aspect is the distance to the forest from places where people live (e.g. Rieps ˇas 1994). The abil-ity of a forest stand to purify the air by filtering or ab-sorbing dust, micro-organisms, and noxious gases de-pends on tree and shrub species composition, age, tree size and stand density (Emsis 1989). Stands purify the air most effectively at the time of maximum current an-nual volume increment, usually between 30 to 60 years of age in Latvian conditions, depending on species.Recreational value, on the other hand, increases with age (and tree size) and reaches its maximum consider-ably later. Taking into account the peculiarities of the dispersal of pollution as described by Laivin ‚s ˇ et al.(1993) and Za ¯lı¯tis (1993), selective cutting is prefer-able in the vicinity of a pollution source, especially ifJ.Donis:Designating a greenbelt around the city of Riga,Latvia 33Urban For.Urban Green.2 (2003)Fig. 1.Location ofthe Riga municipali-ty forests in the Riga region.the forest consists of a narrow strip between the pollu-tion source and housing. If the distance between a pol-lution source and housing exceeds several kilometres, a patch clear-cut system with stands of different ages is sufficient to provide a reduction in the negative impact of urban areas. Taking into account the fact that closer to residential areas it is more important to consider the visual qualities of the forest (e.g. Tyrväinen et al. 2003), this purification ability can generally be ignored when planning protection belts.MethodsThis study to support the designating of the Riga pro-tection belt used the following data sources for analysis (see Fig. 2): forest inventory databases, digital forest maps of the Riga municipal forests which are situated outside the administrative borders of the city (55,600 ha of which 44,158 ha located in the Riga region) (see Fig. 1), and corresponding topographic maps.The study and its developed proposal are based on an application of a theoretical approach developed during the 1980s by the Latvian State Forestry Research Insti-tute ‘Silava’(Emsis 1989) and the Lithuanian Forestry Research Institute (Riepsˇas 1994). According to the methodology developed by Emsis (1989), the first step in the process is to evaluate the recreational potential of the forest stands. This is carried out by analysing the following factors:• The tolerance of the forest ecosystem to different lev-els of anthropogenic (recreation) loading;• the status of forest ecosystems in terms of the damage or degradation as a result of recreational use;•the suitability of the landscape for non-utilitarian recreation (recreational value); and• the existing and potential levels of recreational loads.The second step involves evaluating the existing andexpected functional roles of the forest.The tolerance of the forest ecosystem to different levels of anthropogenic impact or loading is evaluated using a framework based on a combination of forest type, dominant tree species, dominant age group, soil type and relief, according to the stability of ecosystem. All stands are classified into one of five tolerance classes. The highest score is given to mature deciduous forests on mesotrophic and mesic soils on flat topogra-phy, while the lowest score is given to young pine stands on oligotrophic soils on steep slopes (forests on dunes).In this study ecosystem tolerance could not be evalu-ated, as it was primarily a desk using existing databas-es, and topographic relief maps were not available in digital form. The status of the forest ecosystem in rela-tion to damage or degradation was evaluated in terms of the degree of change in vegetation cover, under-growth, tree root exposure of the and level of littering, classified into three classes.Assessment of the recreational value of the forest stands was calculated using a formula developed by Riepsˇas (1994):Recreational value VR= (VS*kW*kS+VA)*kPWhere VSis stand suitability based on key internal at-tributes of the stand, such as species, age, stand densityand forest type. VSvalues range from 0 for young, high-density grey alder (Alnus incana L.) on wet peat soils, to 100 for average density mature pine stands ondry mineral soils. kwis a coefficient depending on the distance of the stand from watercourses, ranging from0.1 for stands further than 2 km from watercourses to1.0 for stands up to 500 m from watercourses. kSis a coefficient depending on the distance of the stand from urban areas, ranging from 0.1 for stands further than34J.Donis:Designating a greenbelt around the city of Riga,LatviaUrban For.Urban Green.2 (2003)Fig. 2.Structure of data sources used in data ana-lysis.80 km from Riga to 1.0 for stands within 30 km ofRiga. VA is an additional value depending on the pres-ence of attractive features, for example, 25 for forest stands up to 500 m from settlements, including summer cottages, or for areas intensively used for recreation ac-cording to information of local foresters. kP is a coeffi-cient depending on the level of environmental pollu-tion. Its value is 0 if the actual pollution level exceeds limit values, 0.5 if the level of environment pollution is between 50% and 100% of limit values, and 1 if the level of actual pollution is less than 50% of the limit values. In this study a coefficient of 1.0 was used, be-cause SO2and O3concentrations measured by Rigabackground measuring stations did not exceed 50% of the limit values (Fammler et al. 2000).The division of stands into classes of stand suitabili-ty is based on studies of visitors’preferences. Coeffi-cients kw, ksand VAare based on visitors’spatial distri-bution and show the ratio of the number of visitors in different zones. The evaluation of existing and expect-ed recreational loads was carried out by local foresters. They marked existing and potential recreation places on forest maps, including:•Small areas or sites for activities such as swimming, barbecuing, and so forth.•Recreation territories, defined as areas of 20 ha or more where people stay longer periods for walking, jogging, skiing or other forms of both active and pas-sive recreation.•Traditionally popular places for the collection of berries and mushrooms.•Recreational routes, including routes from public transport stops to recreation sites or recreation terri-tories, and between recreation sites and territories. For each recreation site and recreation territory data on the main seasons of use, the periods of use (week-days, weekends), and the average number of people in ‘rush-hours’during good weather conditions was col-lected or estimated.Data processing was carried out using ArcView GIS3.2a, Visual Fox pro and Microsoft Excel. VS values foreach stand were calculated from information in the for-est database using Visual Fox pro. Information collect-ed at a later stage from local foresters was digitised using separate themes (layers) in ArcView GIS 3.2a. Buffer zones along watercourses and water bodies, as well as residential areas, recreation sites and territoriesand recreation routes were created to get kW ,kSand VAvalues for each stand. Then VR values were calculatedfor each stand.A selection of recreation sites and territories was vis-ited by members of the project team in order to evalu-ate the state of the ecosystem with respect to wear and tear arising from different levels of recreational use. An evaluation of the existing functional role of each forest stand was carried out using the existing categories offorest protection. The anticipated future functional role was evaluated by annalysing the recreational value of stands, known expectations in terms of territorial de-velopment, and existing legal restrictions in order to find a compromise between recreation possibilities and other services of the forest. Next, a first draft of the protection belt was drawn according to experts’judge-ment. This draft included forests with high recreational value adjacent to residential areas and summer cot-tages, and larger tracts intensively used for recreation with medium to high recreational value.ResultsAccording to the original forest classification 65% of the total forest land area was designated as a commer-cial greenbelt forest, for which the main management goals are timber production and environmental consid-erations. The remaining 35% were designated as pro-tected (see Table 2). With regards to protected areas in Latvia: the main management goals of nature parks are nature conservation and recreation, including some ed-ucation. The goal for nature reserves is nature conser-vation, while that of the protected greenbelt forests is recreation.While interviewing local foresters it was revealed that they find it difficult to evaluate dispersed recreation loads (for example collection of berries, mushrooms). The assessments of foresters varied greatly and were considered to be unreliable. It was therefore decided to map only the places important for recreation, but not to use the inaccurate estimates of visitor numbers.In Latvia, special investigations have to be carried out in order to develop management objectives and principles for protected forests as part of the preparation of management plans. Pilot studies and visits to some of the recreation areas have revealed that the evaluation of the state of the forest ecosystem is useful only when de-veloping the detailed management plan. Even then, this is only the case for places identified by local foresters as recreation sites or territories, because otherwise it is too time consuming to carry out fieldwork which provides little useful additional information.Calculated VSvalues show that on average the forests studied have a medium suitability value for recreation (average score 47) (see Table 2). There are considerable differences between districts, with aver-age value ranging from 32 points in Olaine to 66 points in the Garkalne district. This indicates that the average stands in the Garkalne district are more suitable for recreation than those in other districts. If other aspects are taken into account, such as distance from wherepeople live, and VRvalues are calculated it can be seenJ.Donis:Designating a greenbelt around the city of Riga,Latvia35Urban For.Urban Green.2 (2003)that the districts are still ranked as follows: Garkalne,Jugla, Tireli and Olaine.Only 10% of the forest owned by Riga municipality within the Riga region were evaluated as having a high or very high recreational value. 12% had medium recreational value, while large areas used for the col-lection of berries and mushrooms were evaluated as having low or very low recreational value (60% of the total forest area) (see Table 3).More than 16% of the area is covered by bogs, for which according to the used methodology, recreational value was not evaluated at all. Some areas were recorded by the local foresters as important places for the collec-tion of berries. However, more valuable from a recre-ational point of view were those forests situated east and north-east of the city (Garkalne and Jugla districts),while the forests to the south (Olaine and Tireli districts)were found to have a lower recreational value (V R ).36J.Donis:Designating a greenbelt around the city of Riga,LatviaUrban For.Urban Green.2 (2003)Table 2.Distribution of forest by forest categories according to the original functional role Forest districtDataFormer forest category Total–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––Commercial Nature Nature Protected greenbelt forests parks reserves greenbelt forestsGarkalneArea, ha521.27,698.78,219.9Average of V S *61.966.566.2Average of V R **59.350.751.4JuglaArea, ha 8,376.74,098.812,475.4Average of V S 45.656.949.1Average of V R 22.034.025.7OlaineArea, ha 11,765.4707.512,473.0Average of V S 31.941.032.6Average of V R 8.527.410.0TireliArea, ha 8,689.5257.91,025.01,016.910,989.3Average of V S 40.666.710.059.342.3Average of V R 17.055.3 1.044.920.6TotalArea, ha 28,831.6779.11,025.013,522.044,157.6Average of V S 39.863.510.061.647.1Average of V R16.357.91.043.725.9* V S Suitability value – based on stand parameters (0–100 points).** V R Recreation value (0–125 points) based on stand parameters, distance to the residential areas, water and other attractive objects.Table 3.Distribution of forest areas by classes of attractiveness and by designated functional role Designated zoneDataClass of attractiveness Total –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––n.a.Very low Low Medium High Very high 0<2525,1–5051–7575–100100<Protection belt Area, ha76.7560.12,266.42,222.7850.5743.66719.9Average of V R *0.012.036.063.390.0125.053.4Visually sensitive Area, ha 447.64,150.54,157.7853.4847.1179.810636.1Average of V R 0.07.837.460.996.7125.028.5Non-restricted Area, ha 6,664.715,389.12,548.61,090.5874.8234.026801.7Average of V R 0.0 5.234.761.197.2125.015.8TotalArea, ha 7,189.020,099.88,972.74,166.52,572.31,157.344157.6Average of V R0.06.236.362.294.6125.025.9*V R Recreation value (0–125 points) based on stand parameters, distance to the residential areas, water and other attractive objects.Areas along main roads and railways are known to be visually sensitive, because of the large number of peo-ple who can see them during travel. The same is true for forest in the vicinity of small villages. Taking into ac-count the fact that legislation prohibits clear-cuts in pro-tection belts – which is not always necessary in order to maintain the visual quality of the landscape – it was proposed, as part of the zoning strategy, to create so called visually sensitive areas. In these areas the forest owner (Riga municipality) is recommended to use more detailed landscape-planning techniques and to pay more attention to visual aspects during management.As a result of the study, seen from a recreational point of view and taking into account legal restrictions and so forth, it has been proposed to create three zoning categories: (1) protection belts, (2) visually-sensitive areas, and (3) non-restricted areas (see Fig. 3). The protection belt should include:• Forest with high recreational value adjacent to residen-tial areas and summer cottages, to form a 200–500 m wide belt.• Larger tracts of forestland intensively used for recre-ation.The zone of visually-sensitive areas should include:• Forests within the administrative borders of Riga mu-nicipality and in the vicinity of villages (up to 200–500 m distance).• Forests along roads of national and regional impor-tance, railways, watercourses and streams as a protec-tion belt of 100–300 m wide.• Places used for mushroom and berry collection in the original restricted protection belt.• Places that could become important for recreation in the near future.J.Donis:Designating a greenbelt around the city of Riga,Latvia 37Urban For.Urban Green.2 (2003)Table 4.Proposed distribution of forest categories in designated zones (in hectares)Designated zoneFormer forest category Grand Total––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––Commercial Nature Nature Protected greenbelt forests parks reserves greenbelt forests Protection belt355.2779.15,585.76,719.9Visually sensitive areas 3,503.97,132.110,636.1Non-restricted areas 24,972.51,025.0*804.226,801.7Total 28,831.6779.11,025.013,522.044,157.6*Forests within nature reserves are not intended for recreation; their primary management goal is nature conservation.Fig. 3.Proposal for zon-ing of the Riga municipalforests in Riga region.The remaining areas should consequently be classi-fied as non-restricted areas.A revision of the first draft plan was made taking into account the known prospective development plans of Riga and Riga region. As a result, for forests owned by Riga municipality and located in Riga region the pro-posal is to include 6,720 ha in the protection belt (see Table 3). Moreover, it has been suggested to designate 10,636 ha as visually-sensitive areas, but to omit the re-maining 26,802 ha from zoning, as these do not need special management from a recreation point of view. Average recreational values of stands in this area range from 53 (medium), through 28 (low) to 15 points (very low) respectively.As a result, the major part of the forest remains in the same functional category as in the original allocation (see Table 4). As was mentioned above, the classifica-tion described here is only based on recreational as-pects, thus forests in nature reserves are misleadingly shown as non-restricted forests. Only 5,586 ha out of the 13,500 thousand ha of the originally protected greenbelt forests are proposed to be included in the protection belt, while 355 ha of the previous commer-cial greenbelt forests are proposed to be placed under stronger protection.DiscussionForests owned by Riga municipality within the Riga re-gion are divided over 13 rural municipalities. Accord-ing to legislation, revised draft proposals for zoning Riga city forests have to be accepted by Riga munici-pality, while the final decision is up to Riga and the sur-rounding municipalities. The study presented here has provided a tentative estimate of the recreational value and suitability of the forests for recreation and can be used as a starting point for political discussions. At the very beginning the intention was to divide the forests in two categories: the protection belt and the remainder of the forest. During the study it was concluded, however, that a third category would be needed, that of visually sensitive areas. Within this category more attention would have to be paid to the amenity of the landscape, but there would be no need to drastically restrict com-mercial forest management. As nature parks are also designated for recreation, it has been proposed to in-clude all forests of nature parks in the protection belt. It has to be noted that all the forests within the adminis-trative borders of cities, and as such not included in this study, are designated as protected. As a consequence, the forest area available for recreation to the inhabi-tants of Riga would increase to 12,500 ha.Unlike many other European cities, where timber ex-traction is of small importance (Konijnendijk 1999),Riga municipal forests have a considerable economic role. It is estimated that the allowable annual cut in suburban forests amounts to 169,800 m3or 81% of the annual increment (Dubrovskis et al. 2002). It should be kept in mind that income from logging is used for for-est regeneration and tending, forest fire protection and maintenance of recreation facilities.The objective of this study was not to evaluate the precision of the method nor possible errors occurring when applying it. This study revealed, however, the in-completeness of the methodology used. Bogs, which are very sensitive to recreation loads, are ascribed quite a high level of attractiveness from a recreation point of view (for the collection of wild berries), but according to the methodology they are not evaluated at all. All watercourses were assumed to be attractive sites, while the preliminary evaluation of recreation loads showed this not to be true. The use of watercourses is very vari-able and obviously depends on water quality and vege-tation structure of the edges or banks. Another aspect which was not taken into account was that amenity of a forest is not simply the sum of the amenity values of forest stands (Pukkala et al. 1995).It seems that the evaluation based on dominant species is appropriate for screening areas, but for more detailed management plans, species mixture, the number of forest layers, and principles of landscape architecture also have to be taken into account (Bell 1999; Bell & Nikodemus 2000). Various studies have shown that people prefer uneven-aged forests (e.g. Melluma et al. 1982) and uneven-aged stands (e.g. Riepsˇas 1994). The impacts of the screening effect show that there are, even in the visually-sensitive and commercial zones, considerable areas with high and very high recreational value. This is mainly because delineation of zonal boundaries is carried out using easily distinguishable natural lines, and often it is not worth including single stands of high recreational value in the protection belt if, as a consequence, re-strictions on management would be placed over whole compartments of 50 ha.For the preparation of specific management guide-lines detailed field inventories have to be carried out. This has not been done in this study, where more re-liance was placed on the experience of local foresters and existing databases. Detailed economical calcula-tions have yet to be carried out in order to evaluate the direct and indirect value of the forest. These will also assist in obtaining more background information to be used as part of a holistic approach and for development of a decision support system to resolve contradictions between different interest groups.After acceptance of the draft plan by the municipali-ty of Riga, the process of negotiation between Riga and its surrounding municipalities is currently ongoing.38J.Donis:Designating a greenbelt around the city of Riga,Latvia Urban For.Urban Green.2 (2003)。
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2. WHAT CONSTITUTES FAIR DEALINGWEINBERGER v. UOP, INC.457 A.2d 701 (Del.Supr.19a3).MOORE, JUSTICE.This post-trial appeal was reheard en banc from a decision of the Court of Chancery. It was brought by the class action plaintiff below, a former shareholder of UOP, Inc., who challenged the elimination of UOP's minority shareholders by a cash-out merger between UOP and its majority owner, The Signal Companies, Inc. Originally, the defendants in this action were Signal, UOP, certain officers and directors of those companies, and UOP's investment banker, Lehman Brothers Kuhn Loeb, Inc. The present Chancellor held that the terms of the merger were fair to the plaintiff and the other minority shareholders of UOP. Accordingly, he entered judgment in favor of the defendants.Numerous points were raised by the parties, but we address only the following questions presented by the trial court's opinion:1) The plaintiffs duty to plead sufficient facts demonstrating the unfairness of the challenged merger;2) The burden of proof upon the parties where the merger has been approved by the purportedly informed vote of a majority of the minority shareholders;3) The fairness of the merger in terms of adequacy of the defendants' disclosures to the minority shareholders;4) The fairness of the merger in terms of adequacy of the price paid for the minority shares and the remedy appropriate to that issue; and5) The continued force and effect of Singer v. Magnavox Co., Del.Supr., 380 A.2d 969, 980 (1977), and its progeny.In ruling for the defendants, the Chancellor re-stated his earlier conclusion that the plaintiff in a suit challenging a cash-out merger must allege specific acts of fraud, misrepresentation or other items of misconduct to demonstrate the unfairness of the merger terms to the minority. We approve this rule and affirm it.The Chancellor also held that even though the ultimate burden of proof is on the majority shareholder to show by a preponderance of the evidence that the transaction is fair, it is first the burden of the plaintiff attacking the merger to demonstrate some basis for invoking the fairness obligation. We agree with that principle. However, where corporate action has been approved by an informed vote of a majority of the minority shareholders, we conclude that the burden entirely shifts ^ to the plaintiff to show that the transaction was unfair to the minority^- But in all this, the burden clearly remains on those relying on the vote to show that they completely disclosed all material facts relevant to the transaction.Here, the record does not support a conclusion that the minority stockholder vote was an informed one. Material information, necessary to acquaint those shareholders with the bargaining positions of Signal and UOP, was withheld under circumstances amounting to a breach of fiduciary duty. We therefore conclude that this merger does not meet the test of fairness, at least as we address that concept, and no burden thus shifted to the plaintiff by reason of the minority shareholder vote. Accordingly, we reverse and remand for further proceedings consistent herewith.In considering the nature of the remedy available under our law to minority shareholders in a cash-out merger, we believe that it is, and hereafter should be, an appraisal under 8 Del.C. § 262 as hereinafter construed. We therefore overrule Lynch v. Vickers Energy Corp., Del. Supr., 429 A.2d 497 (1981) {Lynch II) to the extent that it purports to limit a stockholder's monetary relief to a specific damage formula. But to give full effect to section 262 within the framework of the General Corporation Law we adopt a more liberal, less rigid and stylized, approach to the valuation process than has heretofore been permitted by our courts. While the present state of these proceedings does not admit the plaintiff to the appraisal remedy per se, the practical effect of the remedy we do grant him will be co-extensive with the liberalized valuation and appraisal methods we herein approve for cases coming after this decision.Our treatment of these matters has necessarily led us to a reconsideration of the business purpose rule announced in the trilogy of Singer A v. Magnavox Co., supra; Tanzer v. International General Industries, JT > Inc., DeL.Supr., 379 A.2d 1121 (1977); and Roland International Corp. v. Najjar, Del.Supr., 407 A.2d 1032 (1979). For the reasons hereafter set forth we consider that the business purpose requirement of these cases v J is no longer the law of Delaware.The facts found by the trial court, pertinent to the issues before us, are supported by the record, and we draw from them as set out in the Chancellor's opinion.Signal is a diversified, technically based company operating through various subsidiaries. Its stock is publicly traded on the New York, Philadelphia and Pacific Stock Exchanges. UOP, formerly known as Universal Oil Products Company, was a diversified industrial company engaged in various lines of business, including petroleum and petro-chemical services and related products, construction, fabricated metal products, transportation equipment products, chemicals and plastics, and other products and services including land development, lumber products and waste disposal. Its stock was publicly held and listed on the New York Stock Exchange.In 1974 Signal sold one of its wholly-owned subsidiaries for $420,000,000 in cash. See Gimbel v. Signal Companies, Inc., Del.Ch., 316 A.2d 599, aff’d, Del.Supr., 316 A.2d 619 (1974). While looking to invest this cash surplus, Signal became interested in UOP as a possible acquisition. Friendly negotiations ensued, and Signal proposed to acquire a controlling interest in UOP at a price of $19 per share. UOP's representatives sought $25 per share. In the arm's length bargaining that followed, an understanding was reached whereby Signal agreed to purchase from UOP 1,500,000 shares of UOP's authorized but unissued stock at $21 per share.This purchase was contingent upon Signal^ making a successful cash tender offer for 4,300,000 publicly held shares of UOP, also at a price of $21 per share. This combined method of acquisition permitted Signal to acquire 5,800,000 shares of stock, representing 50.5% of UOP's outstanding shares. The UOP board of directors advised the company's shareholders that it had no objection to Signal's tender offer at that price. Immediately before the announcement of the tender offer, UOP's common stock had been trading on the New York Stock Exchange at a fraction under $14 per share.The negotiations between Signal and UOP occurred during April 1975, and the resulting tender offer was greatly oversubscribed. However, Signal limited its total purchase of the tendered shares so that, when coupled with the stock bought from UOP, it had achieved its goalof becoming a 50.5% shareholderAlthough UOP’ board consisted of thirteen directors, Signal nominated and elected only six. Of these, five were either directors or employees of Signal. The sixth, a partner in the banking firm of Lazard Freres & Co., had been one of Signal's representatives in the negotiations and bargaining with UOP concerning the tender offer and purchase price of the UOP shares.However, the president and chief executive officer of UOP retired during 1975, and Signal caused him to be replaced by James V. Crawford, a long-time employee and senior executive vice president of one of Signal's wholly-owned subsidiaries. Crawford succeeded his predecessor on UOP's board of directors and also was made a director of Signal.By the end of 1977 Signal basically was unsuccessful in finding other suitable investment candidates for its excess cash, and by February 1978 considered that it had no other realistic acquisitions available to it on a friendly basis. Once again its attention turned to UOP.The trial court found that at the instigation of certain Signal management personnel, including William W. Walkup, its board chairman, and Forrest N. Shumway, its president, a feasibility study was made concerning the possible acquisition of the balance of UOP's outstanding shares. This study was performed by two Signal officers, Charles S. Arledge, vice president (director of planning), and Andrew J. Chitiea, senior vice president (chief financial officer). Messrs. Walkup, Shumway, Arledge and Chitiea were all directors of UOP in addition to their membership on the Signal board.Arledge and Chitiea concluded that it would be a good investment for Signal to acquire the remaining 49.5% of UOP shares at any price up to $24 each. Their report was discussed between Walkup and Shumway who, along with Arledge, Chitiea and Brewster L. Arms, internal counsel for Signal, constituted Signal's senior management. In particular, they talked about the proper price to be paid if the acquisition was pursued, purportedly keeping in mind that as UOP's majority shareholder, Signal owed a fiduciary responsibility to both its own stockholders as well as to UOP's minority. It was ultimately agreed that a meeting of Signal's Executive Committee would be called to propose that Signal acquire the remaining outstanding stock of UOP through a cash-out merger in the range of $20 to $21 per share.The Executive Committee meeting was set for February 28, 1978. As a courtesy, UOP's president, Crawford, was invited to attend, although he was not a member of Signal's executive committee. On his arrival, and prior to the meeting, Crawford was asked to meet privately with Walkup and Shumway. He was then told of Signal's plan to acquire full ownership of UOP and was asked for his reaction to the proposed price range of $20 to $21 per share. Crawford said he thought such a price would be "generous", and that it was certainly one which should be submitted to UOP's minority shareholders for their ultimate consideration. He stated, however, that Signal's 100% ownership could cause internal problems at UOP. He believed that employees would have to be given some assurance of their future place in a fully- owned Signal subsidiary. Otherwise, he feared the departure of essential personnel. Also, many of UOP's key employees had stock option incentive programs which would be wiped out by a merger. Crawford therefore urged that some adjustment would have to be made, such as providing a comparable incentive in Signal's shares, if after the merger he was to maintain his quality of personnel and efficiency at UOP.Thus, Crawford voiced no objection to the $20 to $21 price range, nor did he suggest that Signal should consider paying more than $21 per share for the minority interests. Later, at the Executive Committee meeting the same factors were discussed, with Crawford repeating the position he earlier took with Walkup and Shumway. Also considered was the 1975 tender offer andthe fact that it had been greatly oversubscribed at $21 per share. For many reasons, Signal's manage¬ment concluded that the acquisition of UOP's minority shares provided the solution to a number of its business problems.Thus, it was the consensus that a price of $20 to $21 per share would be fair to both Signal and the minority shareholders of UOP. Signal's executive committee authorized its management "to negotiate" with UOP "for a cash acquisition of the minority ownership in UOP, Inc., with the intention of presenting a proposal to [Signal's] board of directors * * * on March 6, 1978". Immediately after this February 28, 1978 meeting, Signal issued a press release stating: The Signal Companies, Inc. and UOP, Inc. are conducting negotiations for the acquisition for cash by Signal of the 49.5 per cent of UOP which it does not presently own, announced Forrest N. Shumway, president and chief executive officer of Signal, and James V. Crawford, UOP president. Price and other terms of the proposed transaction have not y et been finalized and would be subject to approval of the boards of directors of Signal and UOP, scheduled to meet early next week, the stockholders of UOP and certain federal agencies.The announcement also referred to the fact that the closing price of UOP's common stock on that day was $14.50 per share.Two days later, on March 2, 1978, Signal issued a second press release stating that its management would recommend a price in the range of $20 to $21 per share for UOP's 49.5% minority interest. This announcement referred to Signal's earlier statement that "negotiations" were being conducted for the acquisition of the minority shares.Between Tuesday, February 28, 1978 and Monday, March 6,1978, a total of four business days, Crawford spoke by telephone with all of UOP's non-Signal, i.e., outside, directors. Also during that period, Crawford retained Lehman Brothers to render a fairness opinion as to the price offered the minority for its stock. He gave two reasons for this choice. First, the time schedule between the announcement and the board meetings was short (by then only three business days) and since Lehman Brothers had been acting as UOP's investment banker for many years, Crawford felt that it would be in the best position to respond on such brief notice. Second, James W. Glanville, a long-time director of UOP and a partner in Lehman Brothers, had acted as a financial advisor to UOP for many years. Crawford believed that Glanville's familiarity with UOP, as a member of its board, would also be of assistance in enabling Lehman Brothers to render a fairness opinion within the existing time constraints.Crawford telephoned Glanville, who gave his assurance that Lehman Brothers had no conflicts that would prevent it from accepting the task. Glanville's immediate personal reaction was that a price of $20 to $21 would certainly be fair, since it represented almost a 50% premium over UOP's market price. Glanville sought a $250,000 fee for Lehman Brothers' services, but Crawford thought this too much. After further discussions Glanville finally agreed that Lehman Brothers would render its fairness opinion for $150,000.During this period Crawford also had several telephone contacts with Signal officials. In only one of them, however, was the price of the shares discussed. In a conversation with Walkup, Crawford advised that as a result of his communications with UOP's non-Signal directors, it was his feeling that the price would have to be the top of the proposed range, or $21 per share, if the approval of UOP's outside directors was to be obtained. But again, he did not seek any price higher than $21.Glanville assembled a three-man Lehman Brothers team to do the work on the fairness opinion. These persons examined relevant documents and information concerning UOP, including its annual reports and its Securities and Exchange Commission filings from 1973 through 1976, as well as its audited financial statements for 1977, its interim reports to shareholders, and its recent and historical market prices and trading volumes. In addition, on Friday, March 3, 1978, two members of the Lehman Brothers team flew to UOP's headquarters in Des Plaines, Illinois, to perform a "due diligence" visit, during the course of which they interviewed Crawford as well as UOP's general counsel, its chief financial officer, and other key executives and personnel.As a result, the Lehman Brothers team concluded that "the price of either $20 or $21 would be a fair price for the remaining shares of UOP". They telephoned this impression to Glanville, who was spending the weekend in Vermont.On Monday morning, March 6, 1978, Glanville and the senior member of the Lehman Brothers team flew to Des Plaines to attend the scheduled UOP directors meeting. Glanville looked over the assembled information during the flight. The two had with them the draft of a "fairness opinion letter" in which the price had been left blank. Either during or immediately prior to the directors' meeting, the two-page "fairness opinion letter" was typed in final form and the price of $21 per share was inserted.On March 6, 1978, both the Signal and UOP boards were convened to consider the proposed merger. Telephone communications were maintained between the two meetings. Walkup, Signal's board chairman, and also a UOP director, attended UOP's meeting with Crawford in order to present Signal's position and answer any questions that UOP's non-Signal directors might have. Arledge and Chitiea, along with Signal's other designees on UOP's board, participated by conference telephone. All of UOP's outside directors attended the meeting either in person or by conference telephone.First, Signal's board unanimously adopted a resolution authorizing Signal to propose to UOP a cash merger of $21 per share as outlined in a certain merger agreement, and other supporting documents. This proposal required that the merger be approved by a majority of UOP's outstanding minority shares voting at the stockholders meeting at which the merger would be considered, and that the minority shares voting in favor of the merger, when coupled with Signal's 50.5% interest would have to comprise at least two-thirds of all UOP shares. Otherwise the proposed merger would be deemed disapproved.UOP's board then considered the proposal. Copies of the agreement were delivered to the directors in attendance, and other copies had been forwarded earlier to the directors participating by telephone. They also had before them UOP financial data for 1974-1977, UOP's most recent financial statements, market price information, and budget projections for 1978. In addition they had Lehman Brothers' hurriedly prepared fairness opinion letter finding the price of $21 to be fair. Glanville, the Lehman Brothers partner, and UOP director, commented on the information that had gone into preparation of the letter.Signal also suggests that the Arledge-Chitiea feasibility study, indicating that a price of up to $24 per share would be a "good investment" for Signal, was discussed at the UOP directors' meeting. The Chancellor made no such finding, and our independent review of the record, detailed infra, satisfies us by a preponderance of the evidence that there was no discussion of this document at UOP's board meeting. Furthermore, it is clear beyond peradventure that nothing in that report was ever disclosed to UOP's minority shareholders prior to their approval of themerger.After consideration of Signal's proposal, Walkup and Crawford left the meeting to permit a free and uninhibited exchange between UOP's non-Signal directors. Upon their return a resolution to accept Signal's offer was then proposed and adopted. While Signal's men on UOP's board participated in various aspects of the meeting, they abstained from voting. However, the minutes show that each of them "if voting would have voted yes".On March 7, 1978, UOP sent a letter to its shareholders advising them of the action taken by UOP's board with respect to Signal's offer. This document pointed out, among other things, that on February 28, 1978 "both companies had announced negotiations were being conducted".Despite the swift board action of the two companies, the merger was not submitted to UOP's shareholders until their annual meeting on May 26, 1978. In the notice of that meeting and proxy statement sent to shareholders in May, UOP's management and board urged that the merger be approved. The proxy statement also advised:The price was determined after discussions between James V. Crawford, a director of Signal and Chief Executive Officer of UOP, and officers of Signal which took place during meetings on February 28, 1978, and in the course of several subsequent telephone conversations. (Emphasis added.)In the original draft of the proxy statement the word "negotiations" had been used rather than "discussions". However, when the Securities and Exchange Commission sought details of the "negotiations" as part of its review of these materials, the term was deleted and the word "discussions" was substituted. The proxy statement indicated that the vote of UOP's board in approving the merger had been unanimous. It also advised the shareholders that Lehman Brothers had given its opinion that the merger price of $21 per share was fair to UOP's minority. However, it did not disclose the hurried method by which this conclusion was reached.As of the record date of UOP's annual meeting, there were 11,488,302 shares of UOP common stock outstanding, 5,688,302 of which were owned by the minority. At the meeting only 56%, or 3,208,652, of the minority shares were voted. Of these, 2,953,812, or 51.9% of the total minority, voted for the merger, and 254,840 voted against it. When Signal's stock was added to the minority shares voting in favor, a total of 76.2% of UOP's outstanding shares approved the merger while only 2.2% opposed it.By its terms the merger became effective on May 26, 1978, and each share of UOP's stock held by the minority was automatically converted into a right to receive $21 cash.II.A.A primary issue mandating reversal is the preparation by two UOP directors, Arledge and Chitiea, of their feasibility study for the exclusive use and benefit of Signal. This document was of obvious significance to both Signal and UOP. Using UOP data, it described the advantages to Signal of ousting the minority at a price range of $21-$24 per share. Mr. Arledge, one of the authors, outlined the benefits to Signal:Purpose Of The Merger1) Provides an outstanding investment opportunity for Signal—(Better than any recent acquisition we have seen.)2) Increases Signal's earnings.3) Facilitates the flow of resources between Signal and its subsidiaries(Big factor—works both ways.)4) Provides cost savings potential for Signal and UOP.5) Improves the percentage of Signal's 'operating earnings' as opposed to 'holding company earnings'.6) Simplifies the understanding of Signal.7) Facilitates technological exchange among Signal's subsidiaries.8) Eliminates potential conflicts of interest.Having written those words, solely for the use of Signal it is clear from the record that neither Arledge nor Chitiea shared this report with their fellow directors of UOP. We are satisfied that no one else did either. This conduct hardly meets the fiduciary standards applicable to such a transaction * * *The Arledge-Chitiea report speaks for itself in supporting the Chancellor's finding that a price of up to $24 was a "good investment" for Signal. It shows that a return on the investment at $21 would be 15.7% versus 15.5% at $24 per share. This was a difference of only two-tenths of one percent, while it meant over $17,000,000 to the minority. Under such circumstances, paying UOP's minority shareholders $24 would have had relatively little long-term effect on Signal, and the Chancellor's findings concerning the benefit to Signal, even at a price of $24, were obviously correct. Levitt v. Bouvier, Del.Supr., 287 A.2d 671, 673 (1972).Certainly, this was a matter of material significance to UOP and its shareholders. Since the study was prepared by two UOP directors, using UOP information for the exclusive benefit of Signal, and nothing whatever was done to disclose it to the outside UOP directors or the minority shareholders, a question of breach of fiduciary duty arises. This problem occurs because there were common Signal-UOP directors participating, at least to some extent, in the UOP board's decision making processes without full disclosure of the conflicts they faced.7B.In assessing this situation, the Court of Chancery was required to:examine what information defendants had and to measure it against what they gave to the minority stockholders, in a context in which 'complete candor' is required. In other words, the limited function of the Court was to determine whether defendants had disclosed all information in their possession germane to the transaction in issue. And by 'germane' we mean, for present purposes, information such as a reasonable shareholder would consider important. in Priding whether. to sell or retain stock.* * ** * * Completeness, not adequacy, is both the norm and the mandate under present circumstances. Lynch v. Vickers Energy Corp., Del.Supr., 383 A.2d 278, 281 (1977) (Lynch /). This is merely stating in another way the long-existing principle of Delaware law that these Signal designated directors on UOP's board still owed UOP and its shareholders an uncompromising duty of loyalty. The classic language of Guth v. Loft, Inc., Del.Supr., 5 A.2d 503, 510 (1939), requires no embellishment:A public policy, existing through the years, and derived from a profound knowledge of human characteristics and motives, has established a rule that demands of a corporate officer or director, peremptorily and inexorably, the most scrupulous observance of his duty, not only affirmatively to protect the interests of the corporation committed to his charge, but also to refrainfrom doing anything that would work injury to the corporation, or to deprive it of. profit or advantage which his skill and ability might properly bring to it, or to enable it to make in the reasonable and lawful exercise of its powers. The rule that requires an undivided and unselfish loyalty to the corporation demands that there shall be no conflict between duty and self-interest. Given the absence of any attempt to structure this transaction on an arm's length basis, Signal cannot escape the effects of the conflicts it faced, particularly when its designees on UOP's board did not totally abstain from participation in the matter. There is no "safe harbor" for such divided loyalties in Delaware. When directors of a Delaware ^ corporation are on both sides of a transaction, they are required to demonstrate their utmost good faith and the most scrupulous inherent P fairness of the bargain. Gottlieb v. Heyden Chemical Corp., Del.Supr., 91 A.2d 57, 57-58 (1952). The requirement of fairness is unflinching in v rP y demand that where one stands on both sides of a transaction, he has the burden of establishing its entire fairness, sufficient to pass the test of careful scrutiny by the courts. Sterling v. Mayflower Hotel Corp., N, Del.Supr., 93 A.2d 107, 110 (1952); Bastian v. Bourns, Inc., Del.Ch., 256 A.2d 680, 681 (1969), aff’d, Del.Supr., 278 A.2d 467 (1970); David J. Greene & Co. v. Dunhill International Inc., Del.Ch., 249 A.2d 427, 431 (1968).There is no dilution of this obligation where one holds dual or multiple directorships, as in a parent-subsidiary context. Levien v. Sinclair Oil Corp., Del.Ch., 261 A.2d 911, 915 (1969). Thus, individuals who act in a dual capacity as directors of two corporations, one of whom is parent and the other subsidiary, owe the same duty of good management to both corporations, and in the absence of an independent negotiating structure (see note 7, supra), or the directors' total abstention from any participation in the matter, this duty is to be exercised in light of what is best for both companies. Warshaw v. Calhoun, Del. Supr., 221 A.2d 487, 492 (1966). The record demonstrates that Signal has not met this obligation.。
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职业健康和安全问题，董事会：董事刑事处罚公司的缺乏安全
摘要提取物：董事会为公司的整体战略方向。
一般董事不要求参与公司的日常管理。
在最近的修正职业健康和安全（“安全”）的法律，董事的职责已经扩大。
董事会现在有为了确保公司不违反法定职责职业健康安全标准。
如果公司没有履行他们的职业健康安全职责，那么董事会面临罚款。
如果一个人是因为他们公司的违约造成安全，然后董事会面临监禁了20年。
实施这些实质性的处罚董事会的目的在于提高企业遵守职业健康安全标准。
本文概述了程度董事责任。
该政策是否控股董事职责结果OHS安全工作场所责任还有待观察。
关键词职业健康安全，职业健康，安全，董事，处罚
景区简介董事会为公司的整体战略方向。
一般董事不需要参与一天到一天‐‐企业管理。
随着最近修订的职业健康和安全（“安全”）的法律，董事的职责已经扩大。
董事会必须确保公司不违反法定职责职业健康安全标准。
如果公司不履行职业健康安全职责，然后董事会面临罚款。
如果一个人是因为他们公司的安全了违约，然后董事会面临监禁了20年。
征收这些实质性的处罚的目的是增加公司董事与职业健康与安全标准
的符合性。
本文概述了董事会的程度负债。
该政策是否董事职业健康与安全责任在安全工作场所的结果仍有待观察。
职业健康和安全法
增加工作场所的安全，大多数澳大利亚司法管辖区已引进职业健康安全（OHS）施加惩罚性制裁的职责直接对董事会和公司的管理人员。
1昆士兰，2南威尔士，3南澳大利亚，4塔斯马尼亚，5和所有西方australia6 victoria7对OHS义务的企业个人军官。
的在董事义务是非常高的。
如果导演是无关紧要的未日为‐‐该公司的日常运作。
职业健康安全职责重视企业的活动，而不是导演的领域影响。
这意味着一个与国际米兰‐管辖公司董事操作可以在悉尼承担违约责任，即使导演根据黄金海岸。
在健康和安全主管刑事处罚例如，在总监Ken库马尔V欧文斯集装箱服务澳大利亚有限公司被起诉的公司工作，除其他外，对欧文斯集团的首席执行官公司，未能在新南威尔士州履行义务职业健康安全立法。
8员工欧文斯集装箱服务澳大利亚有限公司使用可燃性清洗剂罐中的工作。
剂引起的爆炸造成员工。
澳大利亚欧文斯集装箱服务公司是欧文斯的公司集团的一部分，由当时的约30家公司分布在澳大利亚，斐济和新西兰。
基于新西兰欧文斯集团董事首席执行官声称他花了大约一天到一个月的欧文斯容器相关的问题服务澳大利亚有限公司尽管如此，发现了首席执行官Haylen [J].被发现死亡的雇员承担足够的控制。
董事会承担即使他们的官船没有责任职业健康安全。
在新南威尔士州的工作保障机构（检查员贝莱）V阿克曼‐Apache（联合合资）有限公司，乔纳森-赫伯特和约翰琳赛沃克有当时一个员工在悉尼合资公司三名董事致命伤。
9负责职业健康安全有保证安全政策到位；然而，员工没有按照政策引起死亡。
事故发生时，主管负责职业健康安全是美国的
两‐长官的角色，其他董事都非。
士丹顿J公司全体董事承担责任。
当涉及到职业健康安全，责任给予董事高。
董事会和监狱
在澳大利亚法律最严重的惩罚措施是监禁。
而罚款会导致财政困难，监禁，剥夺了一个人他们的自由。
的权利人的自由的重要性体现在人权的法律。
世界人权宣言13条提供了：每个人都有权在自由移动和居住的每个国家的边界。
12条（1）本公约的国家：每个人都是合法的在一个国家境内，在这个区域内，有权运动和自由选择居住地的自由。
反映了个人的自由权的重要性，对该公约14条要求各国认为所有被告是清白
在健康和安全主管刑事处罚
根据一个人有罪law.10充电时，充电必须给予一种语言的人理解，译员必须提供必要时，被告人必须有机会提出证人他们的防守，他们必须有权上诉。
11从历史上看，董事和公司可以在标准的责任过失杀人罪的规定。
这些指控通常是非常困难的。
因此，很少有起诉甚至企图；甚至在安全风险的整体管理所造成的风险。
例如，在埃索澳大利亚有限公司的朗福德气处理的爆炸1998厂，其中两名员工丧生，八人受伤严重，埃索被起诉的一些违反维多利亚OHS的12皇家委员会发现爆炸埃索的整体管理系统为accident.13怪尽管责备事故和死亡可以归因于高水
平的管理问题，不公司董事或高级官员被指控为deaths.14而一些信念已被记录，15获得这样的困难信念导致了特殊工业杀人来电规定。
新南威尔士州报告的严重伤害和死亡的工作场所，16迈凯伦，霍尔,孵化器和塞尔的工作场所死亡，职业健康和安全立法和法律改革所塔斯马尼亚report17 report18支持惩罚性工业杀人介绍。
并不是所有的报告支持工业杀人的想法。
的在联邦议会委员会和职业健康安全（联邦就业）修正案（促进安全工作场所）比尔2005报告建议联邦议会应免除所有英联邦国家产业误杀laws.19的工作场所委员会的结论是，聚焦于惩罚性规定不协助减少工作场所事故实例。
多数委员认为依靠软法的选择，如聚焦在进一步教育建议和改善依从性的策略，是最好的方法实现更安全的工作场所。
五澳大利亚司法管辖区已引进工业杀人法，或引进的监禁作为量刑的选择职业健康安全漏洞这导致工业死亡。
澳大利亚首都领地是首先介绍澳大利亚管辖规定工业杀人，这对董事施加刑事制裁。
澳大利亚首都领土声称这些规定旨在确保董事收到职业健康安全漏洞导致工业适当的处
罚deaths.20犯罪（工业误杀）法2003（法）的修订犯罪行为1900（ACT）引入一个新的部分2a。
根据这一部分，雇主或高级人员可被判杀人的地方工业一个工人被杀害在工作。
雇主将承担他们的行为导致工人和雇主是鲁莽或疏忽的死亡工人safety.21高级官员将工业杀人责任，劳动者在工作的地方被杀，高级官员造成的死亡的工人通过他们的行为或疏
忽和高级军官在哪里轻率或过失工人safety.22雇主，董事或高级军官被判过失杀人罪的最高刑罚，工业，雇主可能是罚款和/或监禁20年
犯罪（工业误杀）法案2003（ACT）以违反职业健康安全规定违反一般刑事法律。
在行动中，工业过失杀人和一般杀人罪的最高刑都吸引20年了24澳大利亚所有司法管辖区包括监禁一个句子内OHS违反，包括犯罪和刑罚一般OHS评分。
因此，惩罚是不严重的。
最长的刑事制裁规定工业外杀人出现在新南威尔士州和维多利亚。
职业健康和安全的修正案（工作场所死亡）法案2005（NSW）介绍部分2a为职业2000健康和安全法案（NSW），它引入了一个新的工作场所死亡犯罪。
当职业健康和安全法案2004（VIC）颁布，它职业健康安全漏洞导致death.25提供刑事制裁新州和维州人将面临监禁的可能致命工伤，那里人的行为或疏忽大大促进到死，被告人欠了死者的职业健康安全责任，在的情况下，导致死亡的人是不在乎。