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X to Launch Two New Tiers of Premium Subscription Soon

By
Ojukwu Emmanuel
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0

X CEO Elon Musk has announced plans to launch two new tiers of premium subscription on the microblogging platform soon.

He announced that one tier will be lower cost with all features, but no reduction in ads, while the other is more expensive, but has no ads.

On his X handle, he wrote,

“Two new tiers of X Premium subscriptions launching soon. One is lower cost with all features, but no reduction in ads, and the other is more expensive but has no ads”.

This announcement is coming after Musk earlier this week announced that X will begin to charge new unverified users in New Zealand and the Philippines $1 per year for subscription.

He disclosed that the move was necessitated to bolster the platform’s already successful efforts to reduce spam, manipulation, and bot activity while balancing accessibility with the small fee amount.

It is however unclear if the $1 annual subscription for unverified users is one of the two new subscription tiers that Musk is referencing in his recent announcement.

Since taking over the company in October 2022, Musk has continued to introduce a slew of changes. One of them is turning to premium subscriptions as a tactic to boost the revenue of the financially struggling platform.

Musk’s made significant change on the platform by introducing an $8 per month fee for the Blue Check subscription service which was initially free.

Users who wanted to keep their blue check mark or add one to their account began paying $8 a month, or $84 a year to do so. After Musk rebranded X from Twitter, the subscription model became known as premium.

X has however not disclosed how many paid subscribers it has, but independent research last month revealed that X premium hasn’t attracted a majority of X users. One analysis revealed that only 827,615 users currently subscribe to X premium.

Meanwhile, last month during a livestream, Musk divulged some new metrics from X saying it now has 550 million monthly users who generate 100 million to 200 million posts per day. However, Musk did not disclose how many of the company’s monthly users are authentic and bots.

It is also worth noting that other big tech companies have also experimented with a mix of ad-supported and subscription plans. While Alphabet’s YouTube has both paid and free, ad-supported ones, Netflix’s ad-supported plans are also chargeable, though at a lower price.

YouTube, which like X is populated by content from users, shares a part of its subscription revenue with creators.

The Legality Of Transactions By A Company In Its Own Shares Under Nigerian Law

By
Emmanuel Ifeanyi Ogbuka
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0

This article talks more about the provisions of the Companies and Allied Matters Act (CAMA) on the topic of transactions by a company involving its own shares, particularly the topics of :

– The Redemption of Redeemable Preference Shares

– Financial assistance by companies for transactions in their own shares

– Payment for share buybacks

– Acquisition by companies of their own shares

Redemption of Redeemable Preference Shares

– The provisions of CAMA 2020 apply with respect to the redemption by a company of any redeemable preference share issued by it.

– The shares are not redeemed unless they are fully paid, and redemption shall be made only out of:

(a) profits of the company which would otherwise be available for dividend ; or

(b) the proceeds of a fresh issue of shares made for the purposes of the redemption.

-Before the shares are redeemed, the premium, if any, payable on redemption, shall be provided for out of the profits of the company or out of

the company’s share premium account.

-Where shares are redeemed otherwise than out of the proceeds of a fresh issue, there shall, out of profits which would otherwise have been available for dividend, be transferred to a reserve fund, to be called “the capital redemption reserve account”, a sum equal to the nominal amount of the shares redeemed, and the provisions of this Act relating to the reduction of the share capital of a company shall, except as provided in this section, apply as if the capital redemption reserve fund were paid-up share capital of the company.

Prohibition of financial assistance by a company for the acquisition of Its own shares

– Under CAMA 2020:-

(a) “financial assistance” means a gift, guarantee, any form of security or indemnity, a loan or any form of credit or any other financial assistance given by a company, the net assets of which are thereby reduced by up to 50%, or which has no net assets ;

(b) “net assets” means the aggregate of the company’s assets, less the aggregate  ofits liabilities (“liabilities” to include any charges or provision for liabilities in accordance with the applicable accounting standards applied by the company in relation to its accounts).

– Subject to the provisions of this section:

(a) where a person is acquiring or is proposing to acquire shares in a company it shall not be lawful for the company or any of its subsidiaries to give financial assistance directly or indirectly for the purpose of that acquisition before or at the same time as the acquisition takes place ; and

(b) where a person has acquired shares in a company and any liability has been incurred (by that or any other person), for the purpose of this acquisition, it shall not be lawful for the company or any of its subsidiaries to give financial assistance directly or indirectly for the purpose of reducing or discharging the liability so incurred.

– Nothing in of the provisions above shall be taken to prohibit:

(a) the lending of money by the company in the ordinary course of its business, where the lending of money is part of the ordinary business of a company ;

(b) the provision by a company, in accordance with any scheme for the time being in force, of money for the purchase of, or subscription for, fullypaid shares in the company or its holding company, being a purchase or subscription by trustees of or for shares to be held by or for the benefit of employees of the company, including any director holding a salaried employment or office in the company ;

(c) the making by a company of loans to persons, other than directors,bona fide in the employment of the company with a view to enabling those persons to purchase or subscribe for fully-paid shares in the company or its holding company, to be held themselves by way of beneficial ownership ;

(d) any act or transaction otherwise authorised by law including:

(i) a distribution of a company’s assets by way of dividend lawfully made or a distribution made in the course of the company’s winding-up,

(ii) the allotment of bonus shares,

(iii) a reduction of capital confirmed by order of the court under this act, and

(iv) a redemption or purchase of shares ;

(e) anything done in pursuance of an order of the court under a scheme of arrangement ; a scheme of merger or any other scheme or restructuring of a company done with the sanction of the Court ; or

(f ) an assistance given by a company where its principal purpose in giving the assistance is not to reduce or discharge any liability incurred by a person for the purpose of the acquisition of shares in the company or its holding company, or the reduction or discharge of any such liability, but an incidental part of some larger purpose of the company, and the assistance is given in good faith in the interests of the company.

Acquisition by a Company of its own Shares

-A limited liability company may purchase its own shares including redeemable shares provided that:

(a) a company may only purchase its own shares if so permitted by its articles;

(b) the shareholders shall, by special resolution, approve the acquisition by the company of the shares that it intends to purchase ;

(c) only fully paid up shares of a company may be purchased by the company, and the terms of purchase shall provide for payment for the purchase;

(d) within seven days after the passing of the special resolution referred to in paragraph (b), the company shall cause to be published in two national newspapers, a notice of the proposed purchase by the company of its own shares ;

(e) within 15 days after the publication in two national newspapers, the directors of the company shall make and file with the Commission, a statutory declaration of solvency, to the effect that the company is solvent and can pay its debts as they fall due, and that after the purchase of its shares, the company shall remain solvent and can pay its debts as they fall due ;

(f ) a company may not under this section purchase its shares if, as a result of the purchase, there would no longer be any issued shares of the company other than redeemable shares or shares held as treasury shares.

– Within a period of six weeks following the publication in two national newspapers, any of the company’s creditors may make an application to the Court for an order cancelling the resolution and a dissenting shareholder who did not vote in favour of the share buyback shall also have the right to seek an order of court cancelling the resolution.

Payment for Share Buybacks

– Where a company buys back its shares, payment for the share buyback shall be made from the distributable profits of the company.

Persons from who shares can be bought back

-A company may buy back its shares:

(a) from the existing shareholders or security holders on a proportionate basis;

(b) from the existing shareholders in a manner permitted pursuant to a scheme of arrangement sanctioned by the court ;

(c) from the open market ; and

(d) by purchasing the securities issued to employees of the company pursuant to a scheme of stock option or any other similar scheme.

Limit on number of shares acquired

-A company shall not hold more than 15% of the nominal value of the issued share capital of any class of its shares as treasury shares.

-Where a company buys back more than 15% of the issued share capital of any class of its shares, the company shall, before the end of 12 months beginning with the date on which that contravention occurs:

(a) reissue,

(b) cancel, or

(c) reissue and cancel such number of shares that will ensure that the company holds not more than 15% of the issued share capital of any class of its shares as treasury shares upon the completion of the transaction.

– Notwithstanding anything contained under the act, a company shall not exercise any right in respect of the treasury shares (including any right to attend or vote at meetings) and any purported exercise of such a right shall be void.

-No dividend shall be paid, and no other distribution (whether in cash or otherwise) of the company’s assets (including any distribution of assets to members on a winding-up) shall be made to the company, in respect of the treasury shares.

The Legality of Acts Done By Or On Behalf of Companies In Nigeria

By
Emmanuel Ifeanyi Ogbuka
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0

This article will be focused on the legality under Nigerian law, specifically the Companies and Allied Matters Act (CAMA) of acts done by or on behalf of a company in line with the principles of agency.

Of particular interest will be the subtopics of :-

– The division of powers between a general meeting and a board of directors

– Delegation of Powers

– Acts of Officers or Agents

– Constructive Notice of Registered Documents

– The legality of provisions seeking to exempt officers from liability to a company.

Division of Powers between General Meeting and Board of Directors

– A company shall act through its members in general meeting or its board of directors or through officers or agents appointed by, or under authority derived from, the members in general meeting or the board of directors.

– Subject to the provisions of this Act, the respective powers of the members in general meeting and the board of directors shall be determined by the company’s articles.

– Except as otherwise provided in the company’s articles, the business of the company shall be managed by the board of directors who may exercise all such powers of the company as are not by this Act or the articles required to be exercised by the members in general meeting.

– Unless the articles otherwise provide, the board of directors, when acting within the powers conferred upon them by this Act or the articles, is not bound to obey the directions or instructions of the members in general meeting provided that the directors acted in good faith and with due diligence.

– Notwithstanding the provisions mentioned above, the members in general meeting may:

(a) act in any matter if the members of the board of directors are disqualified or unable to act because of a deadlock on the board or otherwise ;

(b) institute legal proceedings in the name and on behalf of the company,if the board of directors refuse or neglect to do so ;

(c) ratify or confirm any action taken by the board of directors ; or

(d) make recommendations to the board of directors regarding action to be taken by the board.

– No alteration of the articles invalidates any prior act of the board of directors which would have been valid if that alteration had not been made.

Delegation to Committees and Managing Director

 – Unless otherwise provided in this Act or in the articles, the board of directors may:

(a) exercise its powers through committees consisting of such members of their body as they think fit ; or

(b) from time to time, appoint one or more of its members to the office of managing director and may delegate all or any of its powers to such managing director.

Acts of the General Meeting, The Board of Directors or The Managing Director

-Any act of the members in general meeting, the board of directors, or a managing director while carrying on in the usual way the business of the company, shall be treated as the act of the company itself and the company is criminally and civilly liable to the same extent as if it were a natural person :

Provided that-

(a) the company shall not incur civil liability to any person if that person had actual knowledge at the time of the transaction in question that the general meeting, board of directors, or managing director, as the case may be, had no power to act in the matter or had acted in an irregular manner or if, having regard to his position with or relationship to the company, he ought to have known of the absence of such power or of their irregularity ; and

(b) if in fact a business is being carried on by the company, the company shall not escape liability for acts undertaken in connection with that business merely because the business in question was not among the business authorised by the company’s memorandum.

Acts of Officers or Agents

– Except as provided under CAMA 2020, the acts of any officer or agent of a company shall not be deemed to be acts of the company,unless:

(a) the company, acting through its members in general meeting, board of directors, or managing director, shall have expressly or impliedly authorised such officer or agent to act in the matter ; or

(b) the company, acting as mentioned in paragraph (a), shall have represented the officer or agent as having its authority to act in the matter, in which event the company shall be civilly liable to any person who has entered into the transaction in reliance on such representation unless such person had actual knowledge that the officer or agent had no authority or unless having regard to his position with or relationship to the company, he ought to have known of such absence of authority.

Voiding of Provisions exempting Officers from liability to the company

– Any provision, whether contained in the articles of the company or in any contract with a company or otherwise, for exempting any officer of the company or any person employed by the company as auditor from, or indemnifying him against any liability which by virtue of any rule of law would otherwise attach to him in respect of any negligence, default, or breach of trust of which he may be guilty in relation to the company, is void.

– Notwithstanding the provisions mentioned above:

(a) person shall not be deprived of any exemption or right to be indemnified in respect of anything done or omitted to be done by him while any such provision as mentioned in that subsection was in force ; and

(b) company may, in pursuance of any such provision as mentioned above, indemnify any such officer or auditor against any liability incurred by him in defending any proceeding, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in connection with any application under the Act in which relief is granted to him by the Court.

Abolition of Constructive Notice of Registered Documents

– Except as mentioned under this Act, regarding particulars in the register of particulars of charges, a person is not deemed to have knowledge of the contents of the memorandum and articles of a company or of any other particulars, documents, or the contents of documents merely because such particulars or documents are registered by the Commission or referred to in the particulars or documents so registered, or are available for inspection at an office of the company.

Presumptions of Regularity

– A person dealing with a company or with someone deriving title under the company, is entitled to make the following assumptions and the company and those deriving title under it shall be estopped from denying their truth that:

(a) the company’s memorandum and articles have been duly complied with;

(b) every person described in the particulars filed with the Commission pursuant to the relevant sections of this Act as a director, managing director or secretary of the company, or represented by the company, acting through its members in general meeting, board of directors, or managing director, as an officer or agent of the company, has been duly appointed and has authority to exercise the powers and discharge the duties customarily exercised or performed by a director, managing director, or secretary of a company carrying on business of the type carried on by the company or customarily exercised or performed by an officer or agent of the type concerned.

Liability of Company not affected by fraud or forgery of its officer

– Where, in accordance with  relevant sections of the Act, a company would be liable to a third party for the acts of any officer or agent, the company shall, except where there is collusion between the officer or agent and the third party, be liable notwithstanding that the officer or agent has acted fraudulently or forged a document purporting to be sealed by or signed on behalf of the company.

Basics of Web3

By
Paul Ugbede Godwin
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0

Web3 is a term that refers to the next generation of the internet, where decentralized applications (dApps) run on peer-to-peer networks, without intermediaries or centralized servers.

Web3 aims to create a more open, fair, and transparent web, where users have more control over their own data, identity, and digital assets.

In contrast to the current web (web2), where platforms like Facebook, Google, and Amazon dominate the online space and collect massive amounts of user data, web3 enables users to interact directly with each other and with the underlying protocols that power the web.

Web3 also leverages blockchain technology, which is a distributed ledger that records transactions and ensures their validity and immutability. Blockchain enables the creation of cryptocurrencies, smart contracts, and non-fungible tokens (NFTs), which are some of the key components of web3.

Some of the benefits of web3 include:

Enhanced security: Web3 applications are resistant to censorship, tampering, and hacking, as they rely on cryptographic proofs and consensus mechanisms to ensure data integrity and network availability.

Greater privacy: Web3 applications allow users to choose what data they want to share and with whom, as well as how to monetize their own data, instead of relying on third-party intermediaries that often exploit user data for their own gain.

More innovation: Web3 applications enable new forms of collaboration, coordination, and value creation, as they empower users to participate in the governance and development of the platforms they use, as well as to create and exchange new types of digital assets.

Some of the challenges of web3 include:

Scalability: Web3 applications often face trade-offs between security, decentralization, and performance, as they have to process large amounts of data across distributed networks, which can result in high latency and low throughput.

Usability: Web3 applications often require users to have a steep learning curve and a high level of technical expertise, as they have to deal with complex concepts such as cryptography, blockchain, and smart contracts, as well as with new tools such as wallets, browsers, and extensions.

Regulation: Web3 applications often operate in a legal gray area, as they challenge the existing norms and regulations that govern the internet, such as intellectual property rights, taxation, consumer protection, and anti-money laundering.

Web3 is still in its early stages of development and adoption, but it has the potential to transform the way we interact with the internet and with each other.

Web3 is not just a technological upgrade, but a paradigm shift that could enable a more democratic, inclusive, and sustainable web.

Amazon Allays Concerns That Its Humanoid Robots Will Lead to Job Losses

By
Samuel Nwite
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0

Amazon is conducting trials of humanoid robots in its US warehouses as part of its ongoing efforts to automate and enhance operational efficiency. The move, described by Amazon as a means to “free employees up to better deliver for our customers,” involves testing a new robot named “Digit,” which boasts arms and legs, enabling it to move, grasp, and handle items in a manner similar to a human.

Digit is designed to navigate the warehouse environment, including handling steps and stairs, and perform tasks such as picking up and moving packages, containers, and customer orders. While the robot is currently in the prototype phase, the trial aims to assess its safety and effectiveness when working alongside human employees.

Amazon is no stranger to implementing automation in its warehouses, employing a wide range of robotic systems to optimize its operations. According to the company, over 750,000 robots are now working collaboratively with human staff, primarily focusing on highly repetitive tasks.

The use of robotics in its warehouses has, in Amazon’s view, created hundreds of thousands of new jobs, including skilled roles that did not previously exist within the company.

Tye Brady, Amazon Robotics’ chief technologist, emphasized the irreplaceable role of human workers in the fulfillment process, dispelling the notion of fully automated warehouses in the future. He highlighted the importance of human capabilities, such as higher-level thinking and problem-solving, which cannot be replaced by automation.

“There’s not any part of me that thinks that would ever be a reality,” he said.

“People are so central to the fulfilment process; the ability to think at a higher level, the ability to diagnose problems.”

Despite these assertions, Amazon’s increasing automation efforts have raised concerns among labor unions. Stuart Richards, an organizer at the UK trade union GMB, commented on Amazon’s automation, stating that the company had been “treating their workers like robots for years” and that automation has led to job losses within fulfillment centers.

The ongoing trials with Digit and other robotic systems underscore Amazon’s commitment to leveraging automation to streamline its operations while continuing to integrate human expertise and creativity to maintain optimal fulfillment processes.

A conversation between Scott Dresser of Amazon Robotics and the BBC suggested that the fears over human jobs being replaced didn’t match what had happened at Amazon.

“Our experience has been these new technologies actually create jobs, they allow us to grow and expand. And we’ve seen multiple examples of this through the robots that we have today.

“They don’t always run unfortunately and we need people to repair them,” he said.

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