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。
外文翻译译文

2.3.2 公制,标准尺寸图梯形齿廓标准同步皮带由聚氨酯与钢或芳纶抗拉元件制成。
符号T代表梯形齿廓标准带。
WHM公司与国内GmbH公司和德国的Hanover公司合作,在1995年前后联合开发了这种同步带。
MULCO团体在德国以Synchroflex为品牌名发行这种同步带,之后又在欧洲发行。
在1997年这种带被标准化了,其标准为DIN772。
这些带遍布世界各地,并可作为成型的环形带,无尽的连接带和开口带使用。
具有梯形齿廓和公制标准尺寸,AT同步带是T型同步带的一个发展。
它们由由聚氨酯与钢或芳纶抗拉元件制成。
与T型同步带先比,AT型同步带有更宽的齿形截面和更强的抗拉构件。
AT型同步带一个特殊的特点是带齿齿隙紧靠带轮槽底座。
德国的MULCO和Hanover公司开发了这种类型的同步带,并在1980年左右以Synchroflex为品牌发行了这种带。
这些带遍布世界各地,并可作为成型的环形带,无尽的连接带和开口带使用。
这些带ISO 13050 标准用符号H表示,也被称为HTD同步带。
HTD代表大扭矩驱动。
这种同步带是由氯丁橡胶与玻璃纤维抗拉元件和聚酰胺纤维织物制成,并由在1973年引领美国市场的Gates公司开发。
曲齿的几何形状是圆形,较大的齿高显然增加了齿承载能力和抗牙跳能力。
这种带在世界各地都可以看到,许多制造商都参与它的生产。
它们也用聚氨酯,任选与钢丝帘线或芳纶抗拉元件制造。
用户可以从无尽的成型带,开口带和连续挤压环形带中选择使用。
这些带ISO 13050 标准用符号R表示,也被称为RPP同步带。
RPP代表橡胶抛物线。
1985年意大利的公司开发了这种双抛物线齿廓的同步带,他们是由氯丁橡胶与玻璃纤维抗拉元件和聚酰胺纤维织物制成。
这种类型的同步带主要发行在欧洲南部,许多制造商都参与它们的生产。
它们也用聚氨酯,任选钢丝帘线或芳纶抗拉元件制造。
用户可以从无尽的成型带,开口带和连续挤压环形带中选择使用。
这些带ISO 13050 标准用符号S表示,也被称为STD同步带。
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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华南理工大学广州学院本科毕业设计(论文)外文翻译外文原文名Marketing Strategy Adjustment and Marketing Innovation in theExperience Economy Era学院管理学院专业班级2013级工商管理1班学生姓名潘嘉谊学生学号201330090184指导教师罗玲苑讲师李巍巍填写日期2017年5月19日外文原文版出处:.Marketing Strategy Adjustment and Marketing Innovation in the Experience Economy Era[J]. Contemporary Logistics,2012 (06) :230-267译文成绩:指导教师(导师组长)签名:译文:体验经济时代的营销战略调整与营销创新吴青学摘要:从商品货物经济,到服务经济的的转移演化经历过程,经历了农业经济、工业经济,服务经济和体验经济。
在服务经济时期,企业只是打包经验与传统的产品一起销售,而在促进经验经济的时期,企业要把最好产品为未来的潜在用户设计,让消费者心甘情愿支付购买产品。
关键词:体验经济;市场营销战略;营销创新1 介绍随着科学技术和信息行业的发展,人们的需要和欲望连同消费者支出模式开始发生转变,相应地对企业生产环境产生了一系列影响。
经济社会发展由传统时期进入体验经济时期。
从一个经济产品的转变,进而到经济体系经济模式的转变。
由缓慢转变为激进经济模式。
因此导致社会发展从一个经济时期到另一个经济时期,经济模式和经济体系的转变将不可避免地影响到交换关系的转化。
这是关注体验的结果,是由人类社会的发展的规律所决定的生产水平的产物。
一旦交流关系发生变化、营销模式必须做出相应的变化。
2 企业营销策略的选择方向在体验经济时代,企业不仅要理性思考高瞻远瞩,从客户的角度实施营销活动,更要重视与沟通客户,发现在他们内心的期望。
我们自己的产品和服务代表企业的形象,产品要指向指定的客户体验。
在当今时代,体验营销已成为营销活动最强大的秘密武器因此,这是非常重要的。
而传统的营销策略,包括调整经验营销都已经不适应当前发展需求,迟早要被时代所淘汰。
2.1 建立营销思想的观念要求提高客户体验根据马斯洛需求层次理论,人的需要分为五个层次,分别是:生理的需要、安全的需要、归属于爱的需要、尊重的需要和自我实现的需要。
随着经济的发展和消费者日益增强的购买能力变化,人们生理需求得到满足,个人需求将会上升心理需求。
因此企业应该尽量靠近客户,感知客户心理需求,开展“关系营销”来满足客户。
心理需要,简单来说就是迎合消费者的心理,比如说当前社会追求品味、格调奢华等,针对这一现状企业可以有针对的产品分为不同档次。
零售商业中一些聪明的商人们试图改变消费者购物模式,让消费者参加到一个有趣的活动。
如在旅游活动,娱乐活动,或是探索、野营、峡谷漂流和冲浪中让消费者在不知不觉中加深对企业的好感,从而培养顾客忠诚度。
2.2 使交互式概念成为营销计划的核心概念和指导方针目前,许多企业完全依靠广告和降价来推销产品,导致广告投资费用增长迅速。
然而据调查事实上只有20%的广告会有效果,而其余80%被浪费了,因为广告的效果毕竟有限,很多企业过分夸大广告效果,而忽视了本身产品质量导致过分包装,使现代许多企业面临尴尬状况。
企业高层对于广告与产品质量选取那个侧重点存在严重分歧,高层的不团结境遇使企业发展非常艰难。
其他完善行业集体造成自身价格战,使企业更受到极大挑战市场份额缩减,造成企业形象败坏。
而在体验经济的期间,企业可以培养忠诚顾客,允许用户体验产品,确认其价值,让客户自动接近产品。
将重点应该放在顾客信任被选用的产品上。
交互模式不仅在企业和客户之间,更是在客户自己。
让事实说话让“好感觉”的口碑传播。
2.3 产品推广策略和创造企业品牌形象如今,消费市场已进入成熟时期。
消费者需求脱节了“定性”阶段很长一段时间,进入一个更高的“品味”水平。
因此营销推广商品促销的关键不仅仅应该是出售商品本身,而是专注于销售推广战略概念,即创建一个品牌形象。
强调经验,客户会根据遗忘自己经验在人群中来努力采购、占有、使用商品,这将会形成一个良性循环。
在激烈的市场竞中,有一系列令人眼花缭乱的产品,商品越来越多的同质性,纯利润追寻是不够的让消费者动心的,企业必须创造出有特色的产品。
为了满足消费者自我实现高层次品位的追求,将会导致更多的消费者追随。
因此,考虑到企业的产品特征和消费心理学人性观的必然要求,在新时代提出征服“品味”消费者心的概念,并创建一个品牌形象,强调经验对企业来说至关重要。
2.4 营销创新实践诚实是基础体验营销必须基于可靠产品和特色。
没有任何特色产品,必须要抛弃,否则这将会不可避免地给消费者将带来负面的经验。
一旦让消费者觉得上了当,这只有危及企业的形象,顾客是不会愿意在同一地点摔两次跤的。
此外,营销创新应给予各种集成提供创新的元素,创新要保持在集成的整个过程中,从产品和服务的策划、品牌管理、到营销交流整个流程中。
只有良好的经验和杰出的主题所构成一致信息,让消费者可以轻易辨识,记住了,才能使消费者产生信赖。
3 体验营销创新在经济时代市场营销是了解消费者行为和心理过程,理解消费者需求在体验经济时期对企业至关重要。
因此营销创新仍然是一个基于了解客户心理学通过营销策略,从而迎合消费者心理行动的过程。
体验营销是在体验经济时期一个新的营销技术的思路。
在新时期,它的核心是以服务为舞台,商品作为属性,创造难忘的活动,让消费者发生体验,体验营销主要集中在消费者新策略开发上。
3.1 注意消费者的体验市场营销的基本问题是满足消费者需求。
消费者个人经历不同,且从不同领域有不同的经历需要。
理解消费者需求需要在相关行业的目标消费者中寻求。
高层营销人员不仅要考虑产品,更重要的是同消费者一起对“社会文化消费潮流”讨论,考虑到产品内部值和消费文化。
这一过程表示为消费,企业在满足消费者需求的同时,并寻求更多含义的产品销售。
3.2 外部经验应该采取内部营销创新为基础为了执行营销,我们必须首先准备好所有企业内部的工作。
只有通过这种方式我们才能对于外部消费者提供一个良好的经验。
在这里,内部营销创新主要分为几个方面:3.2.1 思想转变体验营销与传统营销模式是完不同的。
企业准备好实施体验营销必须意识到问题的本质和意义,经验营销从战略高度入手。
但是目前,体验营销在我们的国家依旧处于初级阶段,由于许多条件的限制,还没有进入大的发展阶段。
如果没有某些尝试和体验,体验营销的执行在当前形势下很难显示其优越性。
因此,企业应该放弃短期投机意识和使用体验营销作为一个策略。
使得它更大更好发挥优势,只要我们做了这个决定便要努力,否则我们可以简单地选择不开始。
3.2.2 组织平台当一个公司配备了体验营销的战略思维,仍然必要为实现该战略提供一个良好的组织平台,实现体验营销。
这就要求公司去做调整,对原始的组织结构和人员进行调整,以响应经济发行,这个过程也可以是“体验”的价值载体。
产品营销公司一般会将根据职能部门,如品牌经理,开发人员,后勤人员组织一个平台。
因此服务销公司一般会将根据与客户联系建立职能部门。
例如,一个策划公司将有一个客户经理,规划、广告和培训部门。
然而,企业展开形式体验营销必须比较灵活,针对具体问题灵活多变不可固守信条,观念僵化。
许多企业在实施了一段时间后便无法展开体验营销,这主要是由于经验限制。
但是无论如何设计机构,一个前提是它必须有利于互动客户,让客户创造性得到充分发挥,形成的客户经验。
3.2.3 内部培训企业为客户提供体验,让雇员与客户接触,需要高素质的员工。
企业发展程度依赖于员工创造与传播体验,其中员工的表现是一个很大的、直接的影响消费者的因素。
因此全面体验的主题是,如何完善体验设计,让消费者真正的了解这个产品,甚至企业内涵,从而在心底接受它。
体验设计,它可以极大地影响了甚至完全摧毁一个企业在消费者中的形象,因此体验设计不仅仅是员工问题,更是高层管理部门所应重视的问题。
内部培训目的在于使企业员工完全集成,能够为客户提供满意的服务达到很高的企业忠诚和满意度。
让员工与客户一起体验,同时通过培训员工行为,在他们表现的基础上,满足体验客户需求。
3.4 经验需要有一个“主题”经验需要给定一个主题,作为主要的思想的一段话,能够体现该活动的闪光点必须是要吸引消费者眼球,吸引消费者注意力的。
体验设计就是要设计一个主题,没有一个主题被认为是很难给客户留下深刻印象,甚至会造成事与愿违的负面经验。
实现营销活动的决心影响主题的创建,主题必须是基于深入了解企业营销活动目的这一前提下。
这一活动不同于生产,生产经验过程往往没有某些目的。
相互合作的企业应该仔细选择主题,让它的指导原则为经验设计和传输提供参考点,将产品和服务每种元素和和企业的所有营销意图融入到设计当中,这意味着主题必须支持经验。
3.5 经验实现正如我们所说的,为消费者创造经验类似于投入到表演的舞台,让消费者发生一次体验。
了解产品性能需要一个体验,那么经验营销转移到策略来说相当于一组混凝土,将消费者与产品连接在一起,从而使企业顺利执行营销决策。
只有获得充分的与相关信息,才可保证消费者体验以参考执行人的身份过程顺利。
因此,有必要充分利用企业组织系统,解决顾客参与的障碍,提出各种方案。
这些解决方案如果实现,企业收益率便会增加。
同时经验在实施过程中,应采取相应的控制措施以减少意外错误。
3.6 重视在部门检验经验的效果企业营销活动的好坏,随着消费者体验的感情的变化而变化。
此外在消费者在企业精心设计的企业活动中,可能不会体会到的完全不同方式。
与企业最初目的相背离,要让顾客完全体会企业意图,这有点难,这就要求企业要充分预测或者完全周密考虑。
因此,理念消费时企业必须一段时间后检查体验效果。
所谓的检验是调查消费者体验。
检查是否存在消极的体验,是否完全存在反对,是否有不利效果。
针对不合理现象提出解决方案。
创新设计,企业的设计在消费过程。
一方面,探讨消费者的自我创新,在消费过程中新经验和体验的内容还没有得到企业的过去模式的影响,这也有利于企业的发展。
针对负面的经验,企业需要调整设计经验的活动,或通过消费者反馈活动,指引消费者活动,引导消费者的思考向着行动积极的方向发展。
根据消费者自身创新经验的过程,创造新活动。
这对于企业是一个机会,企业应尽量利用。
用先进的创新点改变的消费者价值观及意识形态。
为了使体验长期保持新鲜,那就必须理解消费者心理变化,掌握他们的思想和指导他们。
4 结论开放时期的经济变化必然要求企业发展战略的调整,这导致创新的企业市场策略的转变。
在体验经济时代,企业的市场营销战略的革新必须做得更努力。