title: Ionosphere

text: The E layer is the middle layer, to above the surface of the Earth. Ionization is due to soft X-ray (1–10 nm) and far ultraviolet (UV) solar radiation ionization of molecular oxygen (O). Normally, at oblique incidence, this layer can only reflect radio waves having frequencies lower than about 10 MHz and may contribute a bit to absorption on frequencies above. However, during intense sporadic E events, the E layer can reflect frequencies up to 50 MHz and higher. The vertical structure of the E layer is primarily determined by the competing effects of ionization and recombination. At night the E layer weakens because the primary source of ionization is no longer present. After sunset an increase in the height of the E layer maximum increases the range to which radio waves can travel by reflection from the layer.


title: Ionosphere

text: This region is also known as the Kennelly–Heaviside layer or simply the Heaviside layer. Its existence was predicted in 1902 independently and almost simultaneously by the American electrical engineer Arthur Edwin Kennelly (1861–1939) and the British physicist Oliver Heaviside (1850–1925). In 1924 its existence was detected by Edward V. Appleton and Miles Barnett.


title: Ionosphere

text: The E layer (sporadic E-layer) is characterized by small, thin clouds of intense ionization, which can support reflection of radio waves, frequently up to 50 MHz and rarely up to 450 MHz. Sporadic-E events may last for just a few minutes to many hours. Sporadic E propagation makes VHF-operating by radio amateurs very exciting when long distance propagation paths that are generally unreachable "open up" to two-way communication. There are multiple causes of sporadic-E that are still being pursued by researchers. This propagation occurs every day during June and July in northern hemisphere mid-latitudes when high signal levels are often reached. The skip distances are generally around . Distances for one hop propagation can be anywhere from to . Multi-hop propagation over is also common, sometimes to distances of or more.


title: Ionosphere

text: The F layer or region, also known as the Appleton–Barnett layer, extends from about to more than above the surface of Earth. It is the layer with the highest electron density, which implies signals penetrating this layer will escape into space. Electron production is dominated by extreme ultraviolet (UV, 10–100 nm) radiation ionizing atomic oxygen. The F layer consists of one layer (F) at night, but during the day, a secondary peak (labelled F) often forms in the electron density profile. Because the F layer remains by day and night, it is responsible for most skywave propagation of radio waves and long distance high frequency (HF, or shortwave) radio communications.


title: Ionosphere

text: Above the F layer, the number of oxygen ions decreases and lighter ions such as hydrogen and helium become dominant. This region above the F layer peak and below the plasmasphere is called the topside ionosphere.


title: Ionosphere

text: An ionospheric model is a mathematical description of the ionosphere as a function of location, altitude, day of year, phase of the sunspot cycle and geomagnetic activity. Geophysically, the state of the ionospheric plasma may be described by four parameters: "electron density, electron and ion temperature" and, since several species of ions are present, "ionic composition". Radio propagation depends uniquely on electron density.


title: Ionosphere

text: Models are usually expressed as computer programs. The model may be based on basic physics of the interactions of the ions and electrons with the neutral atmosphere and sunlight, or it may be a statistical description based on a large number of observations or a combination of physics and observations. One of the most widely used models is the International Reference Ionosphere (IRI), which is based on data and specifies the four parameters just mentioned. The IRI is an international project sponsored by the Committee on Space Research (COSPAR) and the International Union of Radio Science (URSI). The major data sources are the worldwide network of ionosondes, the powerful incoherent scatter radars (Jicamarca, Arecibo, Millstone Hill, Malvern, St Santin), the ISIS and Alouette topside sounders, and in situ instruments on several satellites and rockets. IRI is updated yearly. IRI is more accurate in describing the variation of the electron density from bottom of the ionosphere to the altitude of maximum density than in describing the total electron content (TEC). Since 1999 this model is "International Standard" for the terrestrial ionosphere (standard TS16457).


title: Ionosphere

text: Ionograms allow deducing, via computation, the true shape of the different layers. Nonhomogeneous structure of the electron/ion-plasma produces rough echo traces, seen predominantly at night and at higher latitudes, and during disturbed conditions.


title: Ionosphere

text: At mid-latitudes, the F layer daytime ion production is higher in the summer, as expected, since the Sun shines more directly on the Earth. However, there are seasonal changes in the molecular-to-atomic ratio of the neutral atmosphere that cause the summer ion loss rate to be even higher. The result is that the increase in the summertime loss overwhelms the increase in summertime production, and total F ionization is actually lower in the local summer months. This effect is known as the winter anomaly. The anomaly is always present in the northern hemisphere, but is usually absent in the southern hemisphere during periods of low solar activity.


title: Ionosphere

text: Within approximately ± 20 degrees of the "magnetic equator", is the "equatorial anomaly". It is the occurrence of a trough in the ionization in the F layer at the equator and crests at about 17 degrees in magnetic latitude. The Earth's magnetic field lines are horizontal at the magnetic equator. Solar heating and tidal oscillations in the lower ionosphere move plasma up and across the magnetic field lines. This sets up a sheet of electric current in the E region which, with the horizontal magnetic field, forces ionization up into the F layer, concentrating at ± 20 degrees from the magnetic equator. This phenomenon is known as the "equatorial fountain".


title: Ionosphere

text: The worldwide solar-driven wind results in the so-called Sq (solar quiet) current system in the E region of the Earth's ionosphere (ionospheric dynamo region) ( altitude). Resulting from this current is an electrostatic field directed west–east (dawn–dusk) in the equatorial day side of the ionosphere. At the magnetic dip equator, where the geomagnetic field is horizontal, this electric field results in an enhanced eastward current flow within ± 3 degrees of the magnetic equator, known as the equatorial electrojet.


title: Ionosphere

text: When the Sun is active, strong solar flares can occur that hit the sunlit side of Earth with hard X-rays. The X-rays penetrate to the D-region, releasing electrons that rapidly increase absorption, causing a high frequency (3–30 MHz) radio blackout that can persist for many hours after strong flares. During this time very low frequency (3–30 kHz) signals will be reflected by the D layer instead of the E layer, where the increased atmospheric density will usually increase the absorption of the wave and thus dampen it. As soon as the X-rays end, the sudden ionospheric disturbance (SID) or radio black-out steadily declines as the electrons in the D-region recombine rapidly and propagation gradually returns to pre-flare conditions over minutes to hours depending on the solar flare strength and frequency.


title: Ionosphere

text: Associated with solar flares is a release of high-energy protons. These particles can hit the Earth within 15 minutes to 2 hours of the solar flare. The protons spiral around and down the magnetic field lines of the Earth and penetrate into the atmosphere near the magnetic poles increasing the ionization of the D and E layers. PCA's typically last anywhere from about an hour to several days, with an average of around 24 to 36 hours. Coronal mass ejections can also release energetic protons that enhance D-region absorption in the polar regions.


title: Ionosphere

text: Lightning can cause ionospheric perturbations in the D-region in one of two ways. The first is through VLF (very low frequency) radio waves launched into the magnetosphere. These so-called "whistler" mode waves can interact with radiation belt particles and cause them to precipitate onto the ionosphere, adding ionization to the D-region. These disturbances are called "lightning-induced electron precipitation" (LEP) events.


title: Ionosphere

text: Additional ionization can also occur from direct heating/ionization as a result of huge motions of charge in lightning strikes. These events are called early/fast.


title: Ionosphere

text: In 1925, C. T. R. Wilson proposed a mechanism by which electrical discharge from lightning storms could propagate upwards from clouds to the ionosphere. Around the same time, Robert Watson-Watt, working at the Radio Research Station in Slough, UK, suggested that the ionospheric sporadic E layer (E) appeared to be enhanced as a result of lightning but that more work was needed. In 2005, C. Davis and C. Johnson, working at the Rutherford Appleton Laboratory in Oxfordshire, UK, demonstrated that the E layer was indeed enhanced as a result of lightning activity. Their subsequent research has focused on the mechanism by which this process can occur.


title: Ionosphere

text: Due to the ability of ionized atmospheric gases to refract high frequency (HF, or shortwave) radio waves, the ionosphere can reflect radio waves directed into the sky back toward the Earth. Radio waves directed at an angle into the sky can return to Earth beyond the horizon. This technique, called "skip" or "skywave" propagation, has been used since the 1920s to communicate at international or intercontinental distances. The returning radio waves can reflect off the Earth's surface into the sky again, allowing greater ranges to be achieved with multiple hops. This communication method is variable and unreliable, with reception over a given path depending on time of day or night, the seasons, weather, and the 11-year sunspot cycle. During the first half of the 20th century it was widely used for transoceanic telephone and telegraph service, and business and diplomatic communication. Due to its relative unreliability, shortwave radio communication has been mostly abandoned by the telecommunications industry, though it remains important for high-latitude communication where satellite-based radio communication is not possible. Shortwave broadcasting is useful in crossing international boundaries and covering large areas at low cost. Automated services still use shortwave radio frequencies, as do radio amateur hobbyists for private recreational contacts and to assist with emergency communications during natural disasters. Armed forces use shortwave so as to be independent of vulnerable infrastructure, including satellites, and the low latency of shortwave communications make it attractive to stock traders, where milliseconds count.


title: Ionosphere

text: When a radio wave reaches the ionosphere, the electric field in the wave forces the electrons in the ionosphere into oscillation at the same frequency as the radio wave. Some of the radio-frequency energy is given up to this resonant oscillation. The oscillating electrons will then either be lost to recombination or will re-radiate the original wave energy. Total refraction can occur when the collision frequency of the ionosphere is less than the radio frequency, and if the electron density in the ionosphere is great enough.


title: Ionosphere

text: A qualitative understanding of how an electromagnetic wave propagates through the ionosphere can be obtained by recalling geometric optics. Since the ionosphere is a plasma, it can be shown that the refractive index is less than unity. Hence, the electromagnetic "ray" is bent away from the normal rather than toward the normal as would be indicated when the refractive index is greater than unity. It can also be shown that the refractive index of a plasma, and hence the ionosphere, is frequency-dependent, see Dispersion (optics).


title: Ionosphere

text: The critical frequency is the limiting frequency at or below which a radio wave is reflected by an ionospheric layer at vertical incidence. If the transmitted frequency is higher than the plasma frequency of the ionosphere, then the electrons cannot respond fast enough, and they are not able to re-radiate the signal. It is calculated as shown below:


title: Ionosphere

text: The Maximum Usable Frequency (MUF) is defined as the upper frequency limit that can be used for transmission between two points at a specified time.


title: Ionosphere

text: where formula_3 = angle of arrival, the angle of the wave relative to the horizon, and sin is the sine function.


title: Ionosphere

text: The cutoff frequency is the frequency below which a radio wave fails to penetrate a layer of the ionosphere at the incidence angle required for transmission between two specified points by refraction from the layer.


title: Ionosphere

text: There are a number of models used to understand the effects of the ionosphere global navigation satellite systems. The Klobuchar model is currently used to compensate for ionospheric effects in GPS. This model was developed at the US Air Force Geophysical Research Laboratory circa 1974 by John (Jack) Klobuchar. The Galileo navigation system uses the NeQuick model.


title: Ionosphere

text: The open system electrodynamic tether, which uses the ionosphere, is being researched. The space tether uses plasma contactors and the ionosphere as parts of a circuit to extract energy from the Earth's magnetic field by electromagnetic induction.


title: Ionosphere

text: A variety of experiments, such as HAARP (High Frequency Active Auroral Research Program), involve high power radio transmitters to modify the properties of the ionosphere. These investigations focus on studying the properties and behavior of ionospheric plasma, with particular emphasis on being able to understand and use it to enhance communications and surveillance systems for both civilian and military purposes. HAARP was started in 1993 as a proposed twenty-year experiment, and is currently active near Gakona, Alaska.


title: Ionosphere

text: The SuperDARN radar project researches the high- and mid-latitudes using coherent backscatter of radio waves in the 8 to 20 MHz range. Coherent backscatter is similar to Bragg scattering in crystals and involves the constructive interference of scattering from ionospheric density irregularities. The project involves more than 11 countries and multiple radars in both hemispheres.


title: Ionosphere

text: Scientists are also examining the ionosphere by the changes to radio waves, from satellites and stars, passing through it. The Arecibo Telescope located in Puerto Rico, was originally intended to study Earth's ionosphere.


title: Ionosphere

text: Ionograms show the virtual heights and critical frequencies of the ionospheric layers and which are measured by an ionosonde. An ionosonde sweeps a range of frequencies, usually from 0.1 to 30 MHz, transmitting at vertical incidence to the ionosphere. As the frequency increases, each wave is refracted less by the ionization in the layer, and so each penetrates further before it is reflected. Eventually, a frequency is reached that enables the wave to penetrate the layer without being reflected. For ordinary mode waves, this occurs when the transmitted frequency just exceeds the peak plasma, or critical, frequency of the layer. Tracings of the reflected high frequency radio pulses are known as ionograms. Reduction rules are given in: "URSI Handbook of Ionogram Interpretation and Reduction", edited by William Roy Piggott and Karl Rawer, Elsevier Amsterdam, 1961 (translations into Chinese, French, Japanese and Russian are available).


title: Ionosphere

text: Incoherent scatter radars operate above the critical frequencies. Therefore, the technique allows probing the ionosphere, unlike ionosondes, also above the electron density peaks. The thermal fluctuations of the electron density scattering the transmitted signals lack coherence, which gave the technique its name. Their power spectrum contains information not only on the density, but also on the ion and electron temperatures, ion masses and drift velocities.


title: Ionosphere

text: Radio occultation is a remote sensing technique where a GNSS signal tangentially scrapes the Earth, passing through the atmosphere, and is received by a Low Earth Orbit (LEO) satellite. As the signal passes through the atmosphere, it is refracted, curved and delayed. An LEO satellite samples the total electron content and bending angle of many such signal paths as it watches the GNSS satellite rise or set behind the Earth. Using an Inverse Abel's transform, a radial profile of refractivity at that tangent point on earth can be reconstructed.


title: Ionosphere

text: In empirical models of the ionosphere such as Nequick, the following indices are used as indirect indicators of the state of the ionosphere.


title: Ionosphere

text: F10.7 and R12 are two indices commonly used in ionospheric modelling. Both are valuable for their long historical records covering multiple solar cycles. F10.7 is a measurement of the intensity of solar radio emissions at a frequency of 2800 MHz made using a ground radio telescope. R12 is a 12 months average of daily sunspot numbers. The two indices have been shown to be correlated with each other.


title: Ionosphere

text: However, both indices are only indirect indicators of solar ultraviolet and X-ray emissions, which are primarily responsible for causing ionization in the Earth's upper atmosphere. We now have data from the GOES spacecraft that measures the background X-ray flux from the Sun, a parameter more closely related to the ionization levels in the ionosphere.


title: Ionosphere

text: Objects in the Solar System that have appreciable atmospheres (i.e., all of the major planets and many of the larger natural satellites) generally produce ionospheres. Planets known to have ionospheres include Venus, Mars, Jupiter, Saturn, Uranus, Neptune and Pluto.


title: Ionosphere

text: The atmosphere of Titan includes an ionosphere that ranges from about to in altitude and contains carbon compounds. Ionospheres have also been observed at Io, Europa, Ganymede, and Triton.


title: Corporate law

text: Corporate law (also known as business law, company law or enterprise law) is the body of law governing the rights, relations, and conduct of persons, companies, organizations and businesses. The term refers to the legal practice of law relating to corporations, or to the theory of corporations. Corporate law often describes the law relating to matters which derive directly from the life-cycle of a corporation. It thus encompasses the formation, funding, governance, and death of a corporation.


title: Corporate law

text: While the minute nature of corporate governance as personified by share ownership, capital market, and business culture rules differ, similar legal characteristics and legal problems exist across many jurisdictions. Corporate law regulates how corporations, investors, shareholders, directors, employees, creditors, and other stakeholders such as consumers, the community, and the environment interact with one another. Whilst the term company or business law is colloquially used interchangeably with corporate law, the term business law mostly refers to wider concepts of "commercial law," that is the law relating to commercial and business related purposes and activities. In some cases, this may include matters relating to corporate governance or financial law. When used as a substitute for corporate law, business law means the law relating to the "business corporation" (or business enterprises), including such activity as raising capital, company formation, and registration with the government.


title: Corporate law

text: Widely available and user-friendly corporate law enables business participants to possess these four legal characteristics and thus transact as businesses. Thus, corporate law is a response to three endemic opportunism: conflicts between managers and shareholders, between controlling and non-controlling shareholders; and between shareholders and other contractual counterparts (including creditors and employees).


title: Corporate law

text: A corporation may accurately be called a company; however, a company should not necessarily be called a corporation, which has distinct characteristics. In the United States, a company may or may not be a separate legal entity, and is often used synonymous with "firm" or "business." According to Black's Law Dictionary, in America a company means "a corporation — or, less commonly, an association, partnership or union — that carries on industrial enterprise." Other types of business associations can include partnerships (in the UK governed by the Partnership Act 1890), or trusts (Such as a pension fund), or companies limited by guarantee (like some community organizations or charities). Corporate law deals with companies that are incorporated or registered under the corporate or company law of a sovereign state or their sub-national states.


title: Corporate law

text: The defining feature of a corporation is its legal independence from the shareholders that own it. Under corporate law, corporations of all sizes have separate legal personality, with limited or unlimited liability for its shareholders. Shareholders control the company through a board of directors which, in turn, typically delegates control of the corporation's day-to-day operations to a full-time executive. Shareholders' losses, in the event of liquidation, are limited to their stake in the corporation, and they are not liable for any remaining debts owed to the corporation's creditors. This rule is called limited liability, and it is why the names of corporations end with "Ltd." or some variant such as "Inc." or "plc."


title: Corporate law

text: Under almost all legal systems corporations have much the same legal rights and obligations as individuals. In some jurisdictions, this extends to allow corporations to exercise human rights against real individuals and the state, and they may be responsible for human rights violations. Just as they are "born" into existence through its members obtaining a certificate of incorporation, they can "die" when they lose money into insolvency. Corporations can even be convicted of criminal offences, such as corporate fraud and corporate manslaughter.


title: Corporate law

text: Although some forms of companies are thought to have existed during Ancient Rome and Ancient Greece, the closest recognizable ancestors of the modern company did not appear until the 16th century. With increasing international trade, Royal charters were granted in Europe (notably in England and Holland) to merchant adventurers. The Royal charters usually conferred special privileges on the trading company (including, usually, some form of monopoly). Originally, traders in these entities traded stock on their own account, but later the members came to operate on joint account and with joint stock, and the new Joint stock company was born.


title: Corporate law

text: Early companies were purely economic ventures; it was only a belatedly established benefit of holding joint stock that the company's stock could not be seized for the debts of any individual member. The development of company law in Europe was hampered by two notorious "bubbles" (the South Sea Bubble in England and the Tulip Bulb Bubble in the Dutch Republic) in the 17th century, which set the development of companies in the two leading jurisdictions back by over a century in popular estimation.


title: Corporate law

text: Companies returned to the forefront of commerce, although in England to circumvent the Bubble Act 1720 investors had reverted to trading the stock of unincorporated associations, until it was repealed in 1825. However, the process of obtaining Royal charters was insufficient to keep up with demand. In England there was a lively trade in the charters of defunct companies. It was not until the Joint Stock Companies Act 1844 that the first equivalent of modern companies, formed by registration, appeared. Soon after came the Limited Liability Act 1855, which in the event of a company's bankruptcy limited the liability of all shareholders to the amount of capital they had invested.


title: Corporate law

text: The beginning of modern company law came when the two pieces of legislation were codified under the Joint Stock Companies Act 1856 at the behest of the then Vice President of the Board of Trade, Mr Robert Lowe. That legislation shortly gave way to the railway boom, and from there the numbers of companies formed soared. In the later nineteenth century depression took hold, and just as company numbers had boomed, many began to implode and fall into insolvency. Much strong academic, legislative and judicial opinion was opposed to the notion that businessmen could escape accountability for their role in the failing businesses. The last significant development in the history of companies was the decision of the House of Lords in "Salomon v. Salomon & Co." where the House of Lords confirmed the separate legal personality of the company, and that the liabilities of the company were separate and distinct from those of its owners.


title: Corporate law

text: The law of business organizations originally derived from the common law of England, and has evolved significantly in the 20th century. In common law countries today, the most commonly addressed forms are:


title: Corporate law

text: The proprietary limited company is a statutory business form in several countries, including Australia. Many countries have forms of business entity unique to that country, although there are equivalents elsewhere. Examples are the limited liability company (LLC) and the limited liability limited partnership (LLLP) in the United States. Other types of business organizations, such as cooperatives, credit unions and publicly owned enterprises, can be established with purposes that parallel, supersede, or even replace the profit maximization mandate of business corporations.


title: Corporate law

text: There are various types of company that can be formed in different jurisdictions, but the most common forms of company are:


title: Corporate law

text: There are, however, many specific categories of corporations and other business organizations which may be formed in various countries and jurisdictions throughout the world.


title: Corporate law

text: One of the key legal features of corporations are their separate legal personality, also known as "personhood" or being "artificial persons". However, the separate legal personality was not confirmed under English law until 1895 by the House of Lords in "Salomon v. Salomon & Co." Separate legal personality often has unintended consequences, particularly in relation to smaller, family companies. In "B v. B" [1978] Fam 181 it was held that a discovery order obtained by a wife against her husband was not effective against the husband's company as it was not named in the order and was separate and distinct from him. And in "Macaura v. Northern Assurance Co Ltd" a claim under an insurance policy failed where the insured had transferred timber from his name into the name of a company wholly owned by him, and it was subsequently destroyed in a fire; as the property now belonged to the company and not to him, he no longer had an "insurable interest" in it and his claim failed.


title: Corporate law

text: Separate legal personality allows corporate groups flexibility in relation to tax planning, and management of overseas liability. For instance in "Adams v. Cape Industries plc" it was held that victims of asbestos poisoning at the hands of an American subsidiary could not sue the English parent in tort. Whilst academic discussion highlights certain specific situations where courts are generally prepared to "pierce the corporate veil", to look directly at, and impose liability directly on the individuals behind the company; the actual practice of piercing the corporate veil is, at English law, non-existent. However, the court will look beyond the corporate form where the corporation is a sham or perpetuating a fraud. The most commonly cited examples are:


title: Corporate law

text: Historically, because companies are artificial persons created by operation of law, the law prescribed what the company could and could not do. Usually this was an expression of the commercial purpose which the company was formed for, and came to be referred to as the company's "objects", and the extent of the objects are referred to as the company's capacity. If an activity fell outside the company's capacity it was said to be "ultra vires" and void.


title: Corporate law

text: By way of distinction, the organs of the company were expressed to have various "corporate powers". If the objects were the things that the company was able to do, then the powers were the means by which it could do them. Usually expressions of powers were limited to methods of raising capital, although from earlier times distinctions between objects and powers have caused lawyers difficulty. Most jurisdictions have now modified the position by statute, and companies generally have capacity to do all the things that a natural person could do, and power to do it in any way that a natural person could do it.


title: Corporate law

text: However, references to corporate capacity and powers have not quite been consigned to the dustbin of legal history. In many jurisdictions, directors can still be liable to their shareholders if they cause the company to engage in businesses outside its objects, even if the transactions are still valid as between the company and the third party. And many jurisdictions also still permit transactions to be challenged for lack of "corporate benefit", where the relevant transaction has no prospect of being for the commercial benefit of the company or its shareholders.


title: Corporate law

text: As artificial persons, companies can only act through human agents. The main agent who deals with the company's management and business is the board of directors, but in many jurisdictions other officers can be appointed too. The board of directors is normally elected by the members, and the other officers are normally appointed by the board. These agents enter into contracts on behalf of the company with third parties.


title: Corporate law

text: Although the company's agents owe duties to the company (and, indirectly, to the shareholders) to exercise those powers for a proper purpose, generally speaking third parties' rights are not impugned if it transpires that the officers were acting improperly. Third parties are entitled to rely on the ostensible authority of agents held out by the company to act on its behalf. A line of common law cases reaching back to "Royal British Bank v Turquand" established in common law that third parties were entitled to assume that the internal management of the company was being conducted properly, and the rule has now been codified into statute in most countries.


title: Corporate law

text: Accordingly, companies will normally be liable for all the act and omissions of their officers and agents. This will include almost all torts, but the law relating to crimes committed by companies is complex, and varies significantly between countries.


title: Corporate law

text: Corporate governance is primarily the study of the power relations among a corporation's senior executives, its board of directors and those who elect them (shareholders in the "general meeting" and employees), as well as other stakeholders, such as creditors, consumers, the environment and the community at large. One of the main differences between different countries in the internal form of companies is between a two-tier and a one tier board. The United Kingdom, the United States, and most Commonwealth countries have single unified boards of directors. In Germany, companies have two tiers, so that shareholders (and employees) elect a "supervisory board", and then the supervisory board chooses the "management board". There is the option to use two tiers in France, and in the new European Companies (Societas Europaea).


title: Corporate law

text: Recent literature, especially from the United States, has begun to discuss corporate governance in the terms of management science. While post-war discourse centred on how to achieve effective "corporate democracy" for shareholders or other stakeholders, many scholars have shifted to discussing the law in terms of principal–agent problems. On this view, the basic issue of corporate law is that when a "principal" party delegates his property (usually the shareholder's capital, but also the employee's labour) into the control of an "agent" (i.e. the director of the company) there is the possibility that the agent will act in his own interests, be "opportunistic", rather than fulfill the wishes of the principal. Reducing the risks of this opportunism, or the "agency cost", is said to be central to the goal of corporate law.


title: Corporate law

text: The rules for corporations derive from two sources. These are the country's statutes: in the US, usually the Delaware General Corporation Law (DGCL); in the UK, the Companies Act 2006 (CA 2006); in Germany, the Aktiengesetz (AktG) and the Gesetz betreffend die Gesellschaften mit beschränkter Haftung (GmbH-Gesetz, GmbHG). The law will set out which rules are mandatory, and which rules can be derogated from. Examples of important rules which cannot be derogated from would usually include how to fire the board of directors, what duties directors owe to the company or when a company must be dissolved as it approaches bankruptcy. Examples of rules that members of a company would be allowed to change and choose could include, what kind of procedure general meetings should follow, when dividends get paid out, or how many members (beyond a minimum set out in the law) can amend the constitution. Usually, the statute will set out model articles, which the corporation's constitution will be assumed to have if it is silent on a bit of particular procedure.


title: Corporate law

text: The United States, and a few other common law countries, split the corporate constitution into two separate documents (the UK got rid of this in 2006). The memorandum of association (or articles of incorporation) is the primary document, and will generally regulate the company's activities with the outside world. It states which objects the company is meant to follow (e.g. "this company makes automobiles") and specifies the authorised share capital of the company. The articles of association (or by-laws) is the secondary document, and will generally regulate the company's internal affairs and management, such as procedures for board meetings, dividend entitlements etc. In the event of any inconsistency, the memorandum prevails and in the United States only the memorandum is publicised. In civil law jurisdictions, the company's constitution is normally consolidated into a single document, often called the charter.


title: Corporate law

text: It is quite common for members of a company to supplement the corporate constitution with additional arrangements, such as "shareholders' agreements", whereby they agree to exercise their membership rights in a certain way. Conceptually a shareholders' agreement fulfills many of the same functions as the corporate constitution, but because it is a contract, it will not normally bind new members of the company unless they accede to it somehow. One benefit of shareholders' agreement is that they will usually be confidential, as most jurisdictions do not require shareholders' agreements to be publicly filed. Another common method of supplementing the corporate constitution is by means of "voting trusts", although these are relatively uncommon outside the United States and certain offshore jurisdictions. Some jurisdictions consider the company seal to be a part of the "constitution" (in the loose sense of the word) of the company, but the requirement for a seal has been abrogated by legislation in most countries.


title: Corporate law

text: The most important rules for corporate governance are those concerning the balance of power between the board of directors and the members of the company. Authority is given or "delegated" to the board to manage the company for the success of the investors. Certain specific decision rights are often reserved for shareholders, where their interests could be fundamentally affected. There are necessarily rules on when directors can be removed from office and replaced. To do that, meetings need to be called to vote on the issues. How easily the constitution can be amended and by whom necessarily affects the relations of power.


title: Corporate law

text: It is a principle of corporate law that the directors of a company have the right to manage. This is expressed in statute in the DGCL, where §141(a) states,


title: Corporate law

text: (a) The business and affairs of every corporation organized under this chapter shall be managed by or under the direction of a board of directors, except as may be otherwise provided in this chapter or in its certificate of incorporation.


title: Corporate law

text: In Germany, §76 AktG says the same for the management board, while under §111 AktG the supervisory board's role is stated to be to "oversee" ("überwachen"). In the United Kingdom, the right to manage is not laid down in law, but is found in Part.2 of the Model Articles. This means it is a default rule, which companies can opt out of (s.20 CA 2006) by reserving powers to members, although companies rarely do. UK law specifically reserves shareholders right and duty to approve "substantial non cash asset transactions" (s.190 CA 2006), which means those over 10% of company value, with a minimum of £5,000 and a maximum of £100,000. Similar rules, though much less stringent, exist in §271 DGCL and through case law in Germany under the so-called "Holzmüller-Doktrin".


title: Corporate law

text: Probably the most fundamental guarantee that directors will act in the members' interests is that they can easily be sacked. During the Great Depression, two Harvard scholars, Adolf Berle and Gardiner Means wrote "The Modern Corporation and Private Property", an attack on American law which failed to hold directors to account, and linked the growing power and autonomy of directors to the economic crisis. In the UK, the right of members to remove directors by a simple majority is assured under s.168 CA 2006 Moreover, Art.21 of the Model Articles requires a third of the board to put themselves up for re-election every year (in effect creating maximum three year terms). 10% of shareholders can demand a meeting any time, and 5% can if it has been a year since the last one (s.303 CA 2006). In Germany, where employee participation creates the need for greater boardroom stability, §84(3) AktG states that management board directors can only be removed by the supervisory board for an important reason ("ein wichtiger Grund") though this can include a vote of no-confidence by the shareholders. Terms last for five years, unless 75% of shareholders vote otherwise. §122 AktG lets 10% of shareholders demand a meeting. In the US, Delaware lets directors enjoy considerable autonomy. §141(k) DGCL states that directors can be removed without any cause, unless the board is "classified", meaning that directors only come up for re-appointment on different years. If the board is classified, then directors cannot be removed unless there is gross misconduct. Director's autonomy from shareholders is seen further in §216 DGCL, which allows for plurality voting and §211(d) which states shareholder meetings can only be called if the constitution allows for it. The problem is that in America, directors usually choose where a company is incorporated and §242(b)(1) DGCL says any constitutional amendment requires a resolution by the directors. By contrast, constitutional amendments can be made at any time by 75% of shareholders in Germany (§179 AktG) and the UK (s.21 CA 2006).


title: Corporate law

text: Countries with co-determination employ the practice of workers of an enterprise having the right to vote for representatives on the board of directors in a company.


title: Corporate law

text: In most jurisdictions, directors owe strict duties of good faith, as well as duties of care and skill, to safeguard the interests of the company and the members. In many developed countries outside the English speaking world, company boards are appointed as representatives of both shareholders and employees to "codetermine" company strategy. Corporate law is often divided into corporate governance (which concerns the various power relations within a corporation) and corporate finance (which concerns the rules on how capital is used).


title: Corporate law

text: Directors also owe strict duties not to permit any conflict of interest or conflict with their duty to act in the best interests of the company. This rule is so strictly enforced that, even where the conflict of interest or conflict of duty is purely hypothetical, the directors can be forced to disgorge all personal gains arising from it. In "Aberdeen Ry v. Blaikie" (1854) 1 Macq HL 461 Lord Cranworth stated in his judgment that, However, in many jurisdictions the members of the company are permitted to ratify transactions which would otherwise fall foul of this principle. It is also largely accepted in most jurisdictions that this principle should be capable of being abrogated in the company's constitution.


title: Corporate law

text: The standard of skill and care that a director owes is usually described as acquiring and maintaining sufficient knowledge and understanding of the company's business to enable him to properly discharge his duties. This duty enables the company to seek compensation from its director if it can be proved that a director has not shown reasonable skill or care which in turn has caused the company to incur a loss. In many jurisdictions, where a company continues to trade despite foreseeable bankruptcy, the directors can be forced to account for trading losses personally. Directors are also strictly charged to exercise their powers only for a proper purpose. For instance, were a director to issue a large number of new shares, not for the purposes of raising capital but in order to defeat a potential takeover bid, that would be an improper purpose.


title: Corporate law

text: Ronald Coase has pointed out, all business organizations represent an attempt to avoid certain costs associated with doing business. Each is meant to facilitate the contribution of specific resources - investment capital, knowledge, relationships, and so forth - towards a venture which will prove profitable to all contributors. Except for the partnership, all business forms are designed to provide limited liability to both members of the organization and external investors. Business organizations originated with agency law, which permits an agent to act on behalf of a principal, in exchange for the principal assuming equal liability for the wrongful acts committed by the agent. For this reason, all partners in a typical general partnership may be held liable for the wrongs committed by one partner. Those forms that provide limited liability are able to do so because the state provides a mechanism by which businesses that follow certain guidelines will be able to escape the full liability imposed under agency law. The state provides these forms because it has an interest in the strength of the companies that provide jobs and services therein, but also has an interest in monitoring and regulating their behaviour.


title: Corporate law

text: Members of a company generally have rights against each other and against the company, as framed under the company's constitution. However, members cannot generally claim against third parties who cause damage to the company which results in a diminution in the value of their shares or others membership interests because this is treated as "reflective loss" and the law normally regards the company as the proper claimant in such cases.


title: Corporate law

text: In relation to the exercise of their rights, minority shareholders usually have to accept that, because of the limits of their voting rights, they cannot direct the overall control of the company and must accept the will of the majority (often expressed as "majority rule"). However, majority rule can be iniquitous, particularly where there is one controlling shareholder. Accordingly, a number of exceptions have developed in law in relation to the general principle of majority rule.


title: Corporate law

text: Through the operational life of the corporation, perhaps the most crucial aspect of corporate law relates to raising capital for the business to operate. The law, as it relates to corporate finance, not only provides the framework for which a business raises funds - but also provides a forum for principles and policies which drive the fundraising, to be taken seriously. Two primary methods of financing exists with regard to corporate financing, these are:


title: Corporate law

text: Each has relative advantages and disadvantages, both at law and economically. Additional methods of raising capital necessary to finance its operations is that of retained profits Various combinations of financing structures have the capacity to produce fine-tuned transactions which, using the advantages of each form of financing, support the limitations of the corporate form, its industry, or economic sector. A mix of both debt and equity is crucial to the sustained health of the company, and its overall market value is independent of its capital structure. One notable difference is that interest payments to debt is tax deductible whilst payment of dividends are not, this will incentivise a company to issue debt financing rather than preferred stock in order to reduce their tax exposure.


title: Corporate law

text: A company limited by shares, whether public or private, must have at least one issued share; however, depending on the corporate structure, the formatting may differ. If a company wishes to raise capital through equity, it will usually be done by issuing shares (sometimes called "stock" (not to be confused with stock-in-trade)) or warrants. In the common law, whilst a shareholder is often colloquially referred to as the owner of the company - it is clear that the shareholder is not an owner of the company but makes the shareholder a member of the company and entitles them to enforce the provisions of the company's constitution against the company and against other members. A share is an item of property, and can be sold or transferred. Shares also normally have a nominal or par value, which is the limit of the shareholder's liability to contribute to the debts of the company on an insolvent liquidation. Shares usually confer a number of rights on the holder. These will normally include:


title: Corporate law

text: Companies may issue different types of shares, called "classes" of shares, offering different rights to the shareholders depending on the underlying regulatory rules pertaining to corporate structures, taxation, and capital market rules. A company might issue both ordinary shares and preference shares, with the two types having different voting and/or economic rights. It might provide that preference shareholders shall each receive a cumulative preferred dividend of a certain amount per annum, but the ordinary shareholders shall receive everything else. Corporations will structure capital raising in this way in order to appeal to different lenders in the market by providing different incentives for investment. The total value of issued shares in a company is said to represent its "equity capital". Most jurisdictions regulate the minimum amount of capital which a company may have, although some jurisdictions prescribe minimum amounts of capital for companies engaging in certain types of business (e.g. banking, insurance etc.).


title: Corporate law

text: Similarly, most jurisdictions regulate the maintenance of equity capital, and prevent companies returning funds to shareholders by way of distribution when this might leave the company financially exposed. Often this extends to prohibiting a company from providing financial assistance for the purchase of its own shares.


title: Corporate law

text: Events such as mergers, acquisitions, insolvency, or the commission of a crime affect the corporate form. In addition to the creation of the corporation, and its financing, these events serve as a transition phase into either dissolution, or some other material shift.


title: Corporate law

text: If unable to discharge its debts in a timely manner, a corporation may end up on bankruptcy liquidation. Liquidation is the normal means by which a company's existence is brought to an end. It is also referred to (either alternatively or concurrently) in some jurisdictions as "winding up" or "dissolution". Liquidations generally come in two forms — either "compulsory liquidations" (sometimes called "creditors' liquidations") and "voluntary liquidations" (sometimes called "members' liquidations", although a voluntary liquidation where the company is insolvent will also be controlled by the creditors, and is properly referred to as a "creditors' voluntary liquidation"). Where a company goes into liquidation, normally a liquidator is appointed to gather in all the company's assets and settle all claims against the company. If there is any surplus after paying off all the creditors of the company, this surplus is then distributed to the members.


title: Corporate law

text: As its names imply, applications for compulsory liquidation are normally made by creditors of the company when the company is unable to pay its debts. However, in some jurisdictions, regulators have the power to apply for the liquidation of the company on the grounds of public good, i.e., where the company is believed to have engaged in unlawful conduct, or conduct which is otherwise harmful to the public at large.


title: Corporate law

text: Voluntary liquidations occur when the company's members decide voluntarily to wind up the affairs of the company. This may be because they believe that the company will soon become insolvent, or it may be on economic grounds if they believe that the purpose for which the company was formed is now at an end, or that the company is not providing an adequate return on assets and should be broken up and sold off.


title: Corporate law

text: Some jurisdictions also permit companies to be wound up on "just and equitable" grounds. Generally, applications for just and equitable winding-up are brought by a member of the company who alleges that the affairs of the company are being conducted in a prejudicial manner, and asking the court to bring an end to the company's existence. For obvious reasons, in most countries, the courts have been reluctant to wind up a company solely on the basis of the disappointment of one member, regardless of how well-founded that member's complaints are. Accordingly, most jurisdictions that permit just and equitable winding up also permit the court to impose other remedies, such as requiring the majority shareholder(s) to buy out the disappointed minority shareholder at a fair value.


title: Corporate law

text: Insider trading is the trading of a corporation's stock or other securities (e.g., bonds or stock options) by individuals with potential access to non-public information about the company. In most countries, trading by corporate insiders such as officers, key employees, directors, and large shareholders may be legal if this trading is done in a way that does not take advantage of non-public information. However, the term is frequently used to refer to a practice in which an insider or a related party trades based on material non-public information obtained during the performance of the insider's duties at the corporation, or otherwise in breach of a fiduciary or other relationship of trust and confidence or where the non-public information was misappropriated from the company. Illegal insider trading is believed to raise the cost of capital for securities issuers, thus decreasing overall economic growth.


title: Corporate law

text: In the United States and several other jurisdictions, trading conducted by corporate officers, key employees, directors, or significant shareholders (in the United States, defined as beneficial owners of ten percent or more of the firm's equity securities) must be reported to the regulator or publicly disclosed, usually within a few business days of the trade. Many investors follow the summaries of these insider trades in the hope that mimicking these trades will be profitable. While "legal" insider trading cannot be based on material non-public information, some investors believe corporate insiders nonetheless may have better insights into the health of a corporation (broadly speaking) and that their trades otherwise convey important information (e.g., about the pending retirement of an important officer selling shares, greater commitment to the corporation by officers purchasing shares, etc.)


title: Corporate law

text: Most case law on the matter of corporate governance dates to the 1980s and primarily addresses hostile takeovers, however, current research considers the direction of legal reforms to address issues of shareholder activism, institutional investors and capital market intermediaries. Corporations and boards are challenged to respond to these developments. Shareholder demographics have been effected by trends in worker retirement, with more institutional intermediaries like mutual funds playing a role in employee retirement. These funds are more motivated to partner with employers to have their fund included in a company's retirement plans than to vote their shares – corporate governance activities only increase costs for the fund, while the benefits would be shared equally with competitor funds.


title: Corporate law

text: Shareholder activism prioritizes wealth maximization and has been criticized as a poor basis for determining corporate governance rules. Shareholders do not decide corporate policy, that is done by the board of directors, but shareholders may vote to elect board directors and on mergers and other changes that have been approved by directors. They may also vote to amend corporate bylaws. Broadly speaking there have been three movements in 20th century American law that sought a federal corporate law: the Progressive Movement, some aspects of proposals made in the early stages of the New Deal and again in the 1970s during a debate about the effect of corporate decision making on states. However, these movements did not establish federal incorporation. Although there has been some federal involvement in corporate governance rules as a result, the relative rights of shareholders and corporate officers is still mostly regulated by state laws. There is no federal legislation like there is for corporate political contributions or regulation of monopolies and federal laws have developed along different lines than state laws.


title: Corporate law

text: In the United States, most corporations are incorporated, or organized, under the laws of a particular state. The laws of the state of incorporation normally governs a corporation's internal operations, even if the corporation's operations take place outside that state. Corporate law differs from state to state. Because of these differences, some businesses will benefit from having a corporate lawyer determine the most appropriate or advantageous state in which to incorporate.


title: Corporate law

text: Business entities may also be regulated by federal laws and in some cases by local laws and ordinances.


title: Corporate law

text: A majority of publicly traded companies in the U.S. are Delaware corporations. Some companies choose to incorporate in Delaware because the Delaware General Corporation Law offers lower corporate taxes than many other states. Many venture capitalists prefer to invest in Delaware corporations. Also, the Delaware Court of Chancery is widely recognized as a good venue for the litigation of business disputes.


title: Arda Turan

text: Arda Turan (born 30 January 1987) is a Turkish former professional footballer who played most notably as a winger.


title: Arda Turan

text: Turan is mostly known for his ball control, dribbling skills and vision. At age 21, prior to the 2009–10 season, he was named captain of Galatasaray.


title: Arda Turan

text: Following a successful UEFA Euro 2008 campaign, Turan was ranked eighth in a selection of the "100 Best Young Football Players in the World" piece published by Spanish magazine "Don Balón" in July 2008. Turan was ranked 38th in "The 100 Best Footballers in the World" by "The Guardian" in 2014, the only player on the list to be born in Turkey. On 25 November 2014, Turan was nominated for the UEFA Team of the Year for 2014, among 39 other players.


title: Arda Turan

text: Turan holds 100 senior national caps and 17 goals for the Turkey national team, making him Turkey's fifth-most capped player of all-time.


title: Arda Turan

text: Turan is a product of the Galatasaray youth. He was promoted to the Galatasaray first-team by manager Gheorghe Hagi in 2004–05 season, and he made his official debut against Bursaspor in a Turkish Cup match on 22 January 2005. He then had a spell on loan to fellow Süper Lig side Manisaspor in the second half of the 2005–06 season. In the 2005–06 season, Turan scored two goals for the team based in Manisa.


title: Arda Turan

text: Turan was recalled to Galatasaray for the start of the 2006–07 season and quickly broke into the first team. It was during this time that he received his first senior international call up. He helped Galatasaray qualify for the following season's UEFA Champions League group stage. Turan continued his development in the 2007–08 season, scoring seven goals in the second half of the season.


title: Arda Turan

text: At the start of the 2009–10 season, Turan was handed the captaincy of Galatasaray and given squad number 10, which had previously belonged to Metin Oktay and Hagi; Turan previously wore number 66.


title: Arda Turan

text: As captain at the start of season, Turan guided his team to six consecutive league wins games which put Galatasaray comfortably at the top of the table. In the 2010–11 season, he was troubled with injuries and played a limited number of games. By the end of the season, he had played in only 12 league matches, scoring two goals; and in three Turkish Cup matches, where he scored one. His impressive performances over the last four years of his Galatasaray career lead to interest from Spanish club Atlético Madrid.


title: Arda Turan

text: In the late hours of 9 August 2011, it was announced Turan would be joining Atlético Madrid for a €12 million transfer fee plus bonuses, making him the most expensive Turkish footballer of all-time.


title: Arda Turan

text: He was handed the number 11 shirt and made his 2011–12 La Liga debut on 28 August 2011 against Osasuna, entering as a substitute in the second half. He made his UEFA Europa League debut on 15 September against Celtic, starting the match and assisting a goal. On 18 September, he was again selected for the starting XI and provided two assists.


title: Arda Turan

text: On 25 October, Galatasaray club president Ünal Aysal stated Turan will come back to Galatasaray in the future under right of first refusal that was signed between Galatasaray and Atlético during an interview with Lig TV. On 30 November, Turan scored his first goal for Atlético in a Europa League match against Celtic with a powerful volley. On 11 December, he scored his first La Liga goal with a driven volley just outside the box. In the Europa League match that followed, he netted again in a 3–1 win against Rennes.


title: Arda Turan

text: Turan scored two goals in two minutes as Atlético defeated Espanyol 3–1 on 22 April 2012 to move his side into seventh place in the league standings and just three points behind Málaga for the final Champions League spot. On 9 May, in the 2012 UEFA Europa League Final against Athletic Bilbao, he made an assist to his teammate Radamel Falcao, which made the score 2–0.


title: Arda Turan

text: Turan's number was changed from 11 to 10 before the 2012–13 season. He began his season with a game-tying long-distance screamer in Atlético's 1–1 La Liga season opener against Levante. He then won the 2012 UEFA Super Cup with Atlético against Champions League victors Chelsea, assisting Falcao for the third goal of the game in a 4–1 victory. On 16 September 2012, he scored the third goal of the game against Rayo Vallecano in a 4–3 home win. He was instrumental in Atlético's wins in their first two 2013–14 Champions League matches against Zenit Saint Petersburg and Porto, scoring a goal in each match. On 30 April 2014, he scored the last goal of a 3–1 away win against Chelsea in the semi-finals of the Champions League, sending Atlético to the final for the first time since 1974.


title: Arda Turan

text: Entering the match as a substitute one hour into the match, Turan scored the decisive goal in the 76th minute for Atlético in their 1–2 away league win against derby rivals Real Madrid on 13 September 2014. After the match, Atlético manager Diego Simeone hailed Turan's impact on Atlético's game. On 1 October 2014, Turan scored the only goal of the match in the 1–0 win against Juventus in the group stage of the 2014–15 Champions League season. On 28 January 2015, in the 47th minute of the home leg of the Copa del Rey quarter-final against Barcelona, Turan threw his boot in the direction of the assistant referee, when he was denied a free-kick for an alleged foul by Ivan Rakitić. After the match, however, he was not handed a ban for the incident. Atlético were eliminated from the tournament as the match ended with a 2–3 defeat, 2–4 defeat on aggregate. On 22 April, Turan was sent off for a foul on Sergio Ramos as Atlético lost 0–1 at Real Madrid to be eliminated from the quarter-finals of the Champions League.


title: Arda Turan

text: On 6 July 2015, Barcelona announced the signing of Turan from Atlético for €34 million, plus €7 million in variables. The contract would run for five seasons, but Turan would only be able to debut for the Catalans in January 2016, after Barcelona's transfer ban had been lifted. On 29 December 2015, Turan picked number 7 for his shirt. Starting the match in the starting line-up, Turan made his debut on 6 January 2016 in a Derbi barceloní encounter against Espanyol in the first leg of the round of 16 of the Copa del Rey, which ended 4–1 for Barcelona. He placed a shot in the second half that was saved by Espanyol goalkeeper Pau. Turan played his first Liga match with Barcelona on 9 January 2016, the 17th matchday of the season, at home against Granada. The match ended 4–0, with Turan assisting Lionel Messi's opening goal. On 17 August 2016, Turan scored twice and Lionel Messi once as Barcelona earned a 3–0 second-leg victory over Sevilla to win the 2016 Supercopa de España 5–0 on aggregate.


title: Arda Turan

text: On 7 December 2016, Turan scored his first hat-trick for Barcelona during a Champions League group stage match against Borussia Mönchengladbach. He became the sixth player in "Barça" history to score a hat-trick in the Champions League, after Messi, Ronaldinho, Rivaldo, Samuel Eto'o and Neymar. This also marked Turan's first hat-trick in European competitions.


title: Arda Turan

text: After not playing a single game for Barcelona in the 2017–18 season, Arda was loaned out to Turkish club İstanbul Başakşehir for the remainder of the season and two more, in the winter transfer window. He made his debut for the club in a league match on 21 January 2018, coming off the bench in the 65th minute mark and scoring the third goal in the 3–0 away win over Bursaspor. On 4 May 2018, Turan was sent off in a league match against Sivasspor for pushing an assistant referee after disagreeing with a ruling. He received a 16-match ban from the Turkish Federation's disciplinary board, the longest punishment ever issued to a player in the country. Later, however, the ban was reduced to 10 games by TFF's arbitration board. On 7 January 2020, Turan's loan was terminated six months early by Başakşehir.


title: Arda Turan

text: On 5 August 2020, Galatasaray announced the signing of Turan on a two-year deal. Due to a long-term injury to goalkeeper Fernando Muslera, he was made the club's captain. He played his first official match of the 2020–21 season against Gaziantep in the Super League on 12 September. The next season, he played only seven matches and didn’t manage to score any goals.


title: Arda Turan

text: On 12 September 2022, Turan has shared via his social media account that he "hanged up" his football boots.


title: Arda Turan

text: His retirement announcement also came along with a formal retirement video, put together by the Libre Channel.


title: Arda Turan

text: Turan was a Turkish international regular, having made over 90 appearances for Turkey at senior level. He made his debut in the 1–0 friendly victory over Luxembourg on 16 August 2006, having worked his way through the youth national team at the under-19 and under-21 levels. He scored his first international goal on 25 May 2008 in a friendly against Uruguay.


title: Arda Turan

text: Turan featured in nine of Turkey's 12 qualification matches for Euro 2008, and starred in the finals of the tournament itself. Turan scored two goals during Turkey's progression to the semi-finals. The first was a last-minute winner against co-hosts Switzerland in their second group stage match to eliminate them from the competition. His second came in the final group stage match against the Czech Republic, in which a draw would see a penalty shootout being played to determine who would go through to the quarter-finals because both teams had identical records. He scored Turkey's first goal in the second half, beating goalkeeper Petr Čech with a low shot, which led to Turkey coming from 2–0 down to win the match. He also successfully converted a spot-kick in the penalty shootout against Croatia in the quarter-finals, taking Turkey to the semi-finals, where they were eventually knocked out by losing finalists Germany.


title: Arda Turan

text: Turan scored two goals during the qualification rounds of the 2010 FIFA World Cup, but ultimately Turkey failed to qualify from their group. After a qualifier in September 2008 between Armenia and Turkey – the two sides having historical political problems – both teams received a FIFA Fair Play Award for 2008.


title: Arda Turan

text: Turan scored the Turkish national team's 600th international goal in a 2010 World Cup qualification game, against Estonia on 5 September 2009. he scored four goals for Turkey during the qualification rounds of the Euro 2012, two against Kazakhstan, one against Belgium, and one against Austria. Turkey, however, could not qualify for the final stages of Euro 2012 after being eliminated by Croatia in the play-offs.


title: Arda Turan

text: In June 2017, Turan attacked verbally and tried to strangulate journalist Bilal Meşe in a plane trip back from a game against Macedonia. He then stated that he didn't feel any remorse and that he would not be playing for Turkey anymore. However, after the sacking of head coach Fatih Terim and the new coach Mircea Lucescu expressing his wish for Turan to return, he declared in August that he would resume playing for Turkey.


title: Arda Turan

text: He was granted his 100th and final international appearance for Turkey in the 3–0 defeat to Iceland national football team in 2018 World Cup qualifying group match in October 2017.


title: Arda Turan

text: On 16 November 2008, Turan collapsed during a match against İstanbul BB. After being rushed to hospital, he was diagnosed with cardiac arrhythmia. The day after the incident, doctors declared that Turan was in good health and that extreme exhaustion caused the arrhythmia. In November 2009, he suffered a minor bout of swine flu but recovered within a few days to resume training.


title: Arda Turan

text: In January 2009, he was involved in a car crash in Istanbul. Turan suffered no serious injuries and continued training with only cuts and bruises. Turan dated Turkish actress Sinem Kobal from August 2009. The pair became engaged in January 2010, splitting in late 2013.


title: Arda Turan

text: Turan married Aslıhan Doğan on 11 March 2018. President of Turkey Recep Tayyip Erdoğan attended the wedding where he was acting as a witness of the marriage. In October 2018, the couple's first child, a son named Hamza Arda, was born. Another son named Asil Aslan was born in June 2020.


title: Arda Turan

text: Arda Turan received a suspended sentence of 2 years and 8 months after being found guilty of firing a gun to cause panic, illegal possession of weapons and intentional injury. Turan got into a brawl with Berkay Şahin in 2018 which ended with a broken nose for the pop star. Turan appeared at the hospital with a gun, allegedly begging for forgiveness from Şahin, panic ensued after the footballer fired the weapon at the ground. Turan will not serve his jail term if no further incidents occur for five years.


title: Arda Turan

text: On 11 May 2014, Turan was announced as a goodwill ambassador for the Khojaly massacre. His ambassador activities are aimed to raise awareness about this issue and promoting world peace.


title: Arda Turan

text: In January 2010, Turan was voted as the third-most popular European footballer of 2009, as well as the 14th-most popular footballer in the world, by the International Federation of Football History & Statistics (IFFHS). He was featured on the cover of the video game "FIFA 15" in Turkey. Together with, at the time teammate, Lionel Messi.


title: Erotic thriller

text: The erotic thriller is a film subgenre defined as a thriller with a thematic basis in illicit romance or erotic fantasy. Though exact definitions of the erotic thriller can vary, it is generally agreed "bodily danger and pleasure must remain in close proximity and equally important to the plot." Most erotic thrillers contain scenes of softcore sex and nudity, though the frequency and explicitness of those scenes can differ from film to film.


title: Erotic thriller

text: Erotic thrillers emerged as a distinct genre in the late 1980s, bolstered by the popular success of "Fatal Attraction" in 1987 and continuing into the early 1990s. Studio films of this "classic period", such as Paul Verhoeven's "Basic Instinct", were box office successes, helmed by big-name directors, and starred high-profile actors. The popularity of the genre spawned a lucrative cottage industry for the burgeoning home video and cable television markets. By the end of the 1990s, cultural changes and the rise of the Internet led to the decline of the genre's popular appeal and production volume.


title: Erotic thriller

text: According to British film studies professor Linda Ruth Williams, "Erotic thrillers are noirish stories of sexual intrigue incorporating some form of criminality or duplicity, often as the flimsy framework for onscreen softcore sex".


title: Erotic thriller

text: The thriller film genre contains subgenres other than the noir crime film and murder mystery, including the psychological thriller, or suspense stories of illicit romance and sexual obsession. Thus, the erotic thriller participates in several genres and film styles at once, such as film noir, romance, and the thriller, taking narrative and stylistic elements from each. Because the erotic thriller combines various genres, pinning down the exact formula for an erotic thriller can be difficult. Though academics and writers on the subject encapsulate the erotic thriller film differently, the overlapping of the suspense thriller, romance, and softcore sex film is the unique domain of the erotic thriller.


title: Erotic thriller

text: The character type of the femme fatale—an alluring, mysterious, and seductive woman—is common to many erotic thriller films. Villainous, even deadly, femme fatales manipulate and entrap the male characters, at times being in complete control of the men. From "Sharon Stone's icy Catherine Tramell in "Basic Instinct" or Linda Fiorentino's brusque Bridget in "The Last Seduction"…[these archetypes] tend to be cheerfully promiscuous…These women actively reject domesticity in all its forms, sniping about 'hating rugrats' and holding intimidatingly high-powered careers as stockbrokers and novelists". The most blatant depiction of the femme fatale is the character of Rebecca Carlson, played by Madonna in 1993's "Body of Evidence". On trial for the murder of her lover, Rebecca is described by a prosecutor as "no [different] than a gun or a knife or any kind of weapon." In erotic thrillers, power dynamics are subverted as femme fatales "turn men into pliable playthings, and the punchline of almost all of these films revolves around one idea: Men are basically stupid; blinded by sex, and helpless in the face of it".


title: Erotic thriller

text: The femme fatale of erotic thrillers took shape against "the backdrop of what German sexologist/sociologist Volkmar Sigusch deemed the 'neosexual revolution,' 'a tremendous cultural and social transformation of sexuality during the 1980s and 1990s'". Feminist movements of the 1960s and 1970s resulted in greater socioeconomic opportunities for women of the 1980s; thus, the femme fatales in erotic thrillers "flagrantly embody male anxieties over women's burgeoning financial and professional independence". Although these female characters wielded agency and power, they were usually limited to using their bodies and sexuality as weapons. Furthermore, some films saw the male protagonist ultimately triumph over the femme fatale, subduing the threat she represents.


title: Erotic thriller

text: The counterpart to the femme fatale is the "fall guy"—a man who is easily manipulated by the femme fatale. The fall guy is often sexualized himself, with some films featuring full-frontal male nudity in addition to female nudity, as in the films "American Gigolo", "Color of Night", and "Wild Things". The fall guy, usually working in a white-collar occupation, sees the femme fatale as "a portal or chaperone…to go from a world of normality into the world of noir or the erotic thriller".


title: Erotic thriller

text: The erotic thriller is a direct descendant of 1940s and 1950s film noir, a thriller genre exemplified by stylish crime films and mysteries that explores the dark underworld of post-World War II America. 1981's "Body Heat", one of the first films of the erotic thriller's classic period, was itself inspired by the film noir "Double Indemnity" (1944). ""Body Heat" star Kathleen Turner argued it was precisely because [cast and crew] were working in an old-Hollywood framework that they were able to get away with the sexual explicitness that would set the tone for the ensuing decade: 'Film noir has a formality and shape to it. Its very familiar form allowed people to accept more readily the daring content that we were presenting.'"


title: Erotic thriller

text: The erotic thriller also has its roots in the mystery genre, the horror genre, and pornography. Brian De Palma's "Dressed to Kill" (1980), another early 1980s erotic film, contains several direct references to Alfred Hitchcock's psychological horror film "Psycho" (1960). Though the R-ratings, theatrical releases, and notable actors differentiate erotic thrillers from pornography, both erotic thrillers and pornography "feature sex scenes occurring at regular intervals, and in low-budget erotic thrillers, the plot, as in porn, may be mainly a pretext for the sex". It is this proximity to pornography that is one of the reason's for the erotic thriller's "popular success–and probably one reason for its critical neglect as a genre".


title: Erotic thriller

text: Other forebears of the erotic thriller include the romance novel, the soap opera, and works of gothic fantasy. Softcore sex films are often romances of some kind, and the genre has a long tradition, particularly in Europe. Directors such as Radley Metzger ("Theresa and Isabelle" 1968), Joseph Sarno ("Inga" 1968), and Just Jaeckin ("Emmanuelle" 1974) were influential pioneers of the softcore-romance film. Their "middlebrow sexploitation" films put stories of female desire at the center, and helped pave the way for softcore's reemergence in the 1990s.


title: Erotic thriller

text: William Friedkin's "Cruising" and the aforementioned "Dressed to Kill" and "Body Heat" arguably ushered in the Golden Age of the erotic thriller at the beginning of the 1980s. The next few years saw a flood of titles, including "Body Double" (1984), "Jagged Edge" (1985), and "9½ Weeks" (1986). "Fatal Attraction" in 1987 was seen as the first visible success in the genre, as it was a critical and commercial success. The film was a mixture of psychological thriller action with brief scenes of softcore sex and illicit romance. Spending eight weeks in the No. 1 spot at the box office, "Fatal Attraction" grossed more than $320 million worldwide, making it the biggest film of that year. Hoping to repeat the film's success, Hollywood studios released a spate of erotic thriller films over the next several years, including "The Hot Spot" (1990), "Presumed Innocent" (1990), "Shattered" (1991), "Sleeping with the Enemy" (1991), "A Kiss Before Dying" (1991), "Consenting Adults" (1992), "Single White Female" (1992), "Love Crimes" (1992), "Unlawful Entry" (1992), "Poison Ivy" (1992), "Final Analysis" (1992), "Malice" (1993), "The Crush" (1993), "Indecent Proposal" (1993), "The Last Seduction" (1994), and "Color of Night" (1994).


title: Erotic thriller

text: "Basic Instinct", directed by Paul Verhoeven and written by Joe Eszterhas, was released to great success and controversy in 1992. Featuring overt sexuality and violence, including a plot depicting a bisexual woman as a murderous psychopath, the film is seen as the apotheosis of the genre. Though it received mixed reviews, it was a significant box office smash as it grossed $352 million worldwide. "Sliver" attempted to duplicate this success—with the same screenwriter, Eszterhas, and star, Sharon Stone—the following year. Though "Sliver" fared even worse with critics, it also opened at No. 1 at the box office. "Disclosure", directed by Barry Levinson, was met with considerable success in 1994. The film—which concerns a computer specialist (played by Michael Douglas, his then third film of the genre) who is sexually harassed by his female superior and former lover (played by Demi Moore)—grossed $214 million against its $50 million budget.


title: Erotic thriller

text: This classic period took place amidst the boon of the video rental market and the worldwide cable TV market. Over the course of the 1980s, these two new markets, together called direct-to-video, or DTV, would become a lucrative, non-theatrical alternative for producers of low-budget, R-rated films. The DTV market would often have a symbiotic relationship with the big studio films.


title: Erotic thriller

text: Video rental chains like Blockbuster were instrumental in the popularity of the genre. Since Blockbuster did not stock unrated films as part of its family-friendly image, DTV titles were able to meet demand for content that was geared towards adults but did not stray into outright pornography. Gerry Weber, former chief operating officer for Blockbuster, said "[DTV] erotic thrillers rated at the top" out of all the genres for rentals.


title: Erotic thriller

text: Throughout the 1980s, cable television was similarly expanding and diversifying its appeal to adult audiences. In 1980 Cinemax (owned by HBO) launched with a 24-hour schedule. Soon after, Showtime followed suit with The Movie Channel. Fearing the negative publicity associated with traditional sexploitation these late-night, premium cable channels actively sought and developed adult programming that could be, in the words of one HBO programmer, "spicy but not obscene".


title: Erotic thriller

text: With smaller budgets than studio films and less high-profile stars, the DTV market became hugely profitable. These "high and low" markets for the erotic thriller overlapped but did not compete, and each fed off the other financially and artistically. The "blockbuster" erotic thrillers boosted sales for small players, who sold films to DTV markets by underscoring the similarities between their films and works by the majors.


title: Erotic thriller

text: A film that served as a prototypical success and catalyst in this new market was "Night Eyes" (1990). Shannon Tweed, Tanya Roberts, Andrew Stevens, Joan Severance, Tané McClure, Martin Hewitt, Jan-Michael Vincent, and Shannon Whirry became notable actors in DTV films. Axis Films International and Prism Entertainment were the most prominent production companies. The former produced over 30 DTV erotic thriller titles, using a rotating stable of filmmakers over a period of ten years. These directors included Gregory Dark, Zalman King, and Jag Mundhra. Though King is mostly associated with erotic romance films, the director had an unmistakable stamp on the genre with his films "Two Moon Junction" (1988), "Wild Orchid" (1989), and "Red Shoe Diaries" (1992), which is also the title of his long-running cable television series consisting of erotic featurettes with female protagonists.


title: Erotic thriller

text: In 1994 the "Chicago Tribune" reported that erotic thrillers—a term which, Leonard Maltin said, "didn't even exist 15 years ago"—and action films were the two most successful direct-to-video genres. In 1993, the genre was spoofed in the comedy "Fatal Instinct".


title: Erotic thriller

text: The popularity of the erotic thriller during the 1980s and early 1990s has been said to reflect the cultural fear of AIDS, as the rise of the genre overlapped with the early years of the epidemic. Though few films actually addressed AIDS directly, "only in the late '80s and '90s—after the sex wars, against the backdrop of AIDS, and in the midst of increasingly fraught public discussions of gender politics—could pleasure and pain intertwine so enthrallingly on film". In contrast to the pornographic films of the 1970s, which embodied the ethos of "pleasure without regret," "the erotic thriller offered pleasure with a cost…the loss of human life".


title: Erotic thriller

text: 1995 is seen as the hypothetical endpoint for the classic period of erotic thrillers, as that year saw the major box office flops of two anticipated big-budget features, "Showgirls" and "Jade", both written by Eszterhas. Though "Showgirls" does not readily qualify as an erotic thriller, it was a heavily hyped re-teaming of Eszterhas with "Basic Instinct" director Verhoeven, whose reputations as pioneers in the genre preceded the film. "Jade", directed by William Friedkin and starring Linda Fiorentino in the femme fatale role, earned only $9,851,610 at the North American domestic box office. These films' critical and financial disasters led to the dismissal of erotic thrillers—and similar films with risqué content—as a studio risk. Though "Basic Instinct" is seen as the pinnacle of the erotic thriller craze, some argue it also signaled the genre's demise. Writer Nicholas Barber opined the film "took every aspect of the erotic thriller to such outrageous extremes that there was nowhere left for any film in the same vein to go".


title: Erotic thriller

text: Some films of the mid-to-late 1990s were lauded for elevating the genre, despite not matching "Basic Instinct" commercial success. Canadian filmmaker Atom Egoyan's "The Adjuster", "Exotica", and "Chloe" all trade on the audience's perception of what an erotic thriller should be with their complexity and depth in plot. David Cronenberg's "Dead Ringers" and "Crash" propel the genre into the near future, where sex, obsession, and erotic desire are played out in hypermodern settings mediated by potentially destructive technologies.


title: Erotic thriller

text: "Bound" (1996), the Wachowski siblings' directorial debut, was the first major film of the genre to feature a lesbian relationship after "Basic Instinct". However, unlike "Basic Instinct", which was heavily criticized for its negative depiction of lesbians and bisexuals, "Bound" was praised for offering a realistic portrayal of a lesbian relationship that did not feel crafted for the male gaze. Other films that were commended for their subversion of common erotic thriller tropes were Gus Van Sant's media satire "To Die For" (1995) and David Lynch's "Mulholland Drive" (2001).


title: Erotic thriller

text: 1999's "Eyes Wide Shut" was another high-profile film of the late 1990s due to its famed director Stanley Kubrick and its stars (then couple Nicole Kidman and Tom Cruise). Though it contained elements of the erotic thriller genre, some critics found its self-serious tone and arguably conservative message were a departure from the thrills and entertainment of films of the classic period.


title: Erotic thriller

text: The turn of the 21st century saw the erotic thriller genre as all but obsolete. One of the foremost reasons cited for the death knell of the genre's heyday is the Internet. The increased availability of online pornography in the 1990s arguably diminished the significance of the genre. Furthermore, by the late 1990s, the very success of the erotic thriller in the DTV era helped officiate its collapse. A glut of cheaply produced "T&A films" which offered sexual spectacle and copious nudity, but little else, began to saturate the market, watering down lucrative pre-sales deals with foreign distributors and causing budgets for erotic thrillers to shrink to nearly a third or less of what they were in the early 1990s. As budgets shrank, so did actor salaries, image quality, and shooting schedules. Family films became more important in the direct-to-video market, as retailers stocked more copies of blockbuster films instead of more titles. For these reasons many of the pioneers of the erotic thriller film, such as Axis Films International and Prism, left the market in frustration or went out of business entirely.


title: Erotic thriller

text: Filmmakers of erotic thrillers have also cited a changing cultural landscape. Paul Verhoeven, the original director of "Basic Instinct", reasoned that the box office failure of the sequel "Basic Instinct 2" was due to a more conservative America in 2006. Verhoeven explained, "'Look at the people at the top [of the government]. We are living under a government that is constantly hammering out Christian values. And Christianity and sex have never been good friends'".


title: Erotic thriller

text: Of the cultural factors that helped lead to the genre's demise, writer Rich Juzwiak detailed, In some ways, the erotic thriller was no longer needed because it ceased speaking to the fears and interests of the viewing public. Though AIDS still claims far too many lives, the availability of highly active antiretroviral therapy (HAART) made HIV a manageable condition for many with access to it. HAART became commercially available in 1996, the year after "Showgirls" and "Jade" bombed.In the decades since the erotic thriller's boom period, the economics of cinema have also changed massively. An effect of Hollywood's shift to big-budget franchises is an aversion to "'the business of making mid-budget character dramas that might or might not include physical bonding.'"


title: Erotic thriller

text: Another reason given for the genre's decline is the lack of diversity in front of and behind the camera. Though there have been a few exceptions, such as the Rob Hardy-directed "Trois" films, as well as Jane Campion's "In the Cut" which subverts the male gaze, erotic thrillers are mostly written and directed by white men.


title: Erotic thriller

text: Moreover, the #MeToo movement has shifted the dynamic in film productions to where women feel less pressure to do nude scenes, and to feel more power to advocate for themselves against potentially exploitative situations. Many erotic thrillers of the classic period, filmed from a white, heterosexual male perspective, arguably objectify their female leads, who are "stripped of agency and reduced to mere vessels for men's wish fulfillment".


title: Erotic thriller

text: With few mainstream erotic thrillers being made in the United States or the UK today, many films of the genre have been relegated to the European and Asian art-house cinema. More recent examples center gay sexuality, such as the French film "Stranger by the Lake" (2013) and the South Korean film "The Handmaiden" (2016). Paul Verhoeven premiered his French-language erotic thriller "Benedetta" at the 2021 Cannes Film Festival.


title: Erotic thriller

text: The 2000s and 2010s saw erotic thriller films with non-white lead actors, such as "Obsessed" (2009), "The Boy Next Door" (2015), and "When the Bough Breaks" (2016). "Unforgettable" (2017), which starred Rosario Dawson as a co-lead, was written and directed by women. Although the "Fifty Shades" film series was anticipated to revive the genre, the films were widely panned as lacking chemistry and sparked criticism for the depiction of BDSM and consent.


title: Erotic thriller

text: As television has flourished as an art form, many have argued the graphic sex scenes that were previously limited to the erotic thriller have migrated to TV shows on premium cable channels and streaming services. Netflix's "Bridgerton", HBO's "I May Destroy You" and "Euphoria", and Hulu's "Normal People" have all featured graphic scenes of nudity. Current erotic thriller films include "The Voyeurs ("2021), a film in the vein of the voyeuristic erotic thriller, as well as the 2022 films "Deep Water" (directed by genre pioneer Adrian Lyne) and "Don't Worry Darling" (directed by Olivia Wilde).


title: Erotic thriller

text: In an interview with "Vulture", an unnamed former development executive at a major streaming service described the challenge of making erotic thriller films today. The executive said, "There was an active effort [a few years ago] to find projects that would both be modern and a throwback to the erotic thrillers of yore. And there were, quite frankly, very few that fit both bills. That in a post–Me Too environment felt like they were giving a nod to current mores and current moral panics while being of a piece with the goals of an erotic thriller. Which are to both entertain and, to a degree, titillate." The films "Fatal Attraction" and "American Gigolo" are being rebooted as TV series on Paramount+ and Showtime, respectively. Of the former, Paramount producer Nicole Clemens said the TV reboot will give "a 360-degree view, dimensionalizing the characters of [Alex, Dan, and Beth], really getting underneath their skin and examining the psychology."


title: Midnight in the Garden of Good and Evil (film)

text: Midnight in the Garden of Good and Evil is a 1997 American mystery thriller film directed and produced by Clint Eastwood and starring John Cusack and Kevin Spacey. The screenplay by John Lee Hancock was based on John Berendt's 1994 book of the same name and follows the story of an antiques dealer, Jim Williams, on trial for the murder of a male prostitute. The multiple trials depicted in Berendt's book are combined into one trial for the film.


text: Several real-life locals appear in the movie, notably in the party scene at Mercer House, including Williams' sister, Dorothy, and nieces Susan and Amanda, as well as Georgia senator John R. "Jack" Riley (his wife was played by Mary Alice Hendrix). Filming was permitted inside Mercer House, but action scenes were filmed later on a soundstage at Warner Bros.


text: Three people — The Lady Chablis, Emma Kelly and Jerry Spence — play themselves, while Sonny Seiler, one of Williams' lawyers in the book, plays Judge Samuel L. White. Danny Hansford, the shooting victim in the book, is renamed Billy Hanson in the film and is portrayed by a 24-year-old Jude Law, in one of his early film roles.


text: The panoramic tale of Savannah's eccentricities focuses on a murder and the subsequent trial of Jim Williams, a self-made man, art collector, antiques dealer, bon vivant, and semi-closeted homosexual. John Kelso, a magazine reporter with one book — "Before the Fall" — to his name, arrives in Savannah, amid beautiful architecture and odd doings, to write a feature for "Town & Country" on one of Williams' famous Christmas parties. After being unable to find a taxi, Kelso gets a ride from a tour-bus driver to Jones Street.


text: After a tour of Savannah's tourist hotspots, Kelso alights at Forsyth Park. Making his way to his lodging in Monterey Square, he has a brief interaction with Billy Hanson in front of Mercer House.


text: Kelso visits the Armstrong Mansion offices of Sonny Seiler, lawyer to Williams. Seiler introduces Kelso to Williams, and they take Seiler's dog, Uga IV, for a walk through Forsyth Park.


text: The following night, at Williams' annual Mercer House Christmas party, Kelso is guest of honor. Long after the guests have all left, Hanson is shot dead by Williams in his office after an argument between the two. Kelso stays on to cover the murder trial. Along the way, he meets some characters: the irrepressible The Lady Chablis, a transgender entertainer; Luther, a man who keeps flies attached to strings on his lapels and threatens daily to poison the water supply; Serena Dawes, a former silent-film actress; the Married Women's Card Club; and Minerva, a spiritualist and root doctor, based on real-life Valerie Boles.


text: Between becoming Williams' friend, cuddling-up to torch singer Mandy Nichols — also a love interest of Joe Odom — meeting every eccentric in Savannah, participating in midnight graveyard rituals, and helping solve the mysteries surrounding Hanson's murder, Kelso has his hands full. When Williams becomes confident he can win his case on a matter of flawed police procedure, he falsely testifies to killing Hanson with return fire in self-defense, to the disappointment of Kelso, to whom Williams has confessed he executed Hanson in retaliation for attempting to shoot him with the safety on. The judge and jury later find Williams not guilty.


text: As Kelso is leaving town, when saying goodbye to Williams, he asks one last question for the book: Does he want to tell him what really happened? Williams replies, "Truth, like art, is in the eye of the beholder. You believe what you choose, and I'll believe what I know." He watches from the window as Kelso walks away. Minutes later, Williams is stricken by a sudden heart attack and falls face down on the carpet. His heartbeat slows. He imagines Hanson lying alongside him, as he was in death. Their eyes meet, Hanson raises his head, smiles, then resumes his position, lifeless. The heartbeat has stopped. An overhead shot shows the two dead men lying like mirror images, then Hanson fades away.


text: After the funeral, Minerva tells Kelso he knows all he needs to know and warns him not to waste too much time on the dead. “I love you, boy, but I ain’t the only one. You know that, don't you?” Later, Kelso signs a six-month lease on an apartment. To celebrate, he, Mandy and Lady Chablis, who is walking Uga, stroll off together for a picnic. Minerva, who is feeding squirrels in the park, laughs as they pass. Cut to the cemetery and shots of the two graves. The credits roll over film of "Bird Girl", with k.d. lang singing “Skylark”, as she does in the movie's opening.


text: Clint Eastwood permitted The Lady Chablis to ad-lib some of her lines. He gave her the nickname the "one-take wonder". "We kind of hit the script in a roundabout way," confirmed John Cusack. "[During filming] they put me up at the Holiday Inn," explained Chablis in 2011. "So I told Clint: 'Y'all forgot. I am the Doll. I do not stay at the Holiday Inn.' There was not enough room there for my luggage. And Clint apologized. He said, 'I can't believe they did that to you, Doll.' He was so wonderful."


text: "[My character] is based loosely on John [Berendt]," Cusack said in 1997. "John is a very funny, curious, mischievous, smart guy, so I was definitely able to pull those qualities that John actually has and put them into the John Kelso character."


text: Flavis, the squirrel Minerva talks to on the Forsyth Park bench at the beginning of the movie, was a trained animal.


text: Several changes were made in adapting the film from the book. Many unused characters were eliminated or combined into remaining ones. John Berendt states at the end of his book: "All the characters in this book are real, but it bears mentioning that I have used pseudonyms for a number of them in order to protect their privacy." To create further distance, several character names in the movie are different than in the book.


text: The multiple trials were combined into one on-screen trial. Williams' real life attorney, Sonny Seiler, played Samuel L. White, the presiding judge of the trial. Seiler was originally cast as a juror, but Eastwood persuaded him to take on the role of the judge. "I said, 'I'm not an actor,' and Clint said, 'Of course you are. All lawyers are actors, and you are one of the best. If you do this for me, I won't have to hire a dialect coach.'" Seiler's daughter, Bess Thompson, appears in the movie as the "pretty girl" in Forsyth Park who asks if she can have her picture taken with Uga.


text: Advertising for the film became a source of controversy when Warner Bros. used elements of Jack Leigh's famous photograph in the posters without permission, infringing copyright law.


text: While entertaining the role of being the film's director, Clint Eastwood visited Savannah, Georgia, where the entire film was shot, in 1996. "I didn't get to know too many people at that time — mostly places — but I did meet some people who knew about the Jim Williams episode. And I met the attorney, Sonny Seiler, who was very, very helpful in making everyone understand what the attitude and atmosphere was in Savannah in the 1980s," he said. Principal photography began in spring the following year.