Selected Aspects of Asset Deals under South African and Swiss Law

Although there are many methods to accomplish reorganisations, and these methods may be used in combination, there are broadly speaking two categories of such transactions. First, two or more companies may merge. At least one of the merging companies is dissolved and both of the undertakings form part either of a newly formed company, or of the merging company, which does not cease to exist. Second, an undertaking may be purchased. There are two methods to achieve this: control over a company can be established by a takeover of its undertaking ('asset deal') or by obtaining enough shares in a company to control it in general meeting ('share deal'). Unlike share deals and mergers, asset deals do not remodel or vary membership rights. When referring to an 'undertaking' my intention is to refer to the company's enterprise as such in all its components. As of today there are no comprehensive provisions in the South African Companies Act ('CA')1 that regulate the transfer of assets and liabilities in a pure asset deal. The only provision referring to asset deals is s 228 CA. Said section is mainly concerned with the authority of directors to dispose of assets or part of an undertaking where such transactions are of a certain size. Further, s 197 of the Labour Relations Act2 and s 34 of the Insolvency Act3 may apply if a company alienates business assets. With the coming into effect of the Swiss Merger Act ('SMA')4 on July 1 2004, a new mechanism for 'the transfer of assets and liabilities' respectively the transfer of a company's undertakings was created. It applies to any entity or person registered in the Commercial Registry. 5 The major advantage of this new instrument is that all assets and liabilities are transferred to the transferee by operation of law upon registration of said transaction with the I will conclude with a comparison of the transfer of assets and liabilities under the SMA and under s 313 CA. The latter provision deals with reconstructions and amalgamations and involves rearrangement of membership rights as such it is beyond the scope of pure asset deals. Nevertheless, the comparison is an interesting one, especially as the prospective Companies Bill, 20078 seems to adopt a similar model to implement pure asset deals

Genomic analysis of post-mating changes in the honey bee queen (Apis mellifera)

<p>Abstract</p> <p>Background</p> <p>The molecular mechanisms underlying the post-mating behavioral and physiological transitions undergone by females have not been explored in great detail. Honey bees represent an excellent model system in which to address these questions because they exhibit a range of "mating states," with two extremes (virgins and egg-laying, mated queens) that differ dramatically in their behavior, pheromone profiles, and physiology. We used an incompletely-mated mating-state to understand the molecular processes that underlie the transition from a virgin to a mated, egg-laying queen. We used same-aged virgins, queens that mated once but did not initiate egg-laying, and queens that mated once and initiated egg-laying.</p> <p>Results</p> <p>Differences in the behavior and physiology among groups correlated with the underlying variance observed in the top 50 predictive genes in the brains and the ovaries. These changes were correlated with either a behaviorally-associated pattern or a physiologically-associated pattern. Overall, these results suggest that the brains and the ovaries of queens are uncoupled or follow different timescales; the initiation of mating triggers immediate changes in the ovaries, while changes in the brain may require additional stimuli or take a longer time to complete. Comparison of our results to previous studies of post-mating changes in <it>Drosophila melanogaster </it>identified common biological processes affected by mating, including stress response and alternative-splicing pathways. Comparison with microarray data sets related to worker behavior revealed no obvious correlation between genes regulated by mating and genes regulated by behavior/physiology in workers.</p> <p>Conclusion</p> <p>Studying the underlying molecular mechanisms of post-mating changes in honey bee queens will not only give us insight into how molecular mechanisms regulate physiological and behavioral changes, but they may also lead to important insights into the evolution of social behavior. Post-mating changes in gene regulation in the brains and ovaries of honey bee queens appear to be triggered by different stimuli and may occur on different timescales, potentially allowing changes in the brains and the ovaries to be uncoupled.</p

Genomic Imprinting Mediates Social Interactions Within Honeybee (Apis mellifera) Colonies.

Patient centeredness means providing care that is respectful of and responsive to individual patient preferences, needs and values, and ensuring that patient values guide all clinical decisions’.The concept assumes that both physicians and patients are experts; physicians in diagnostic and therapeutic procedures, patients by their personal experience. Van der Eijk examined how patient-centeredness could be defined, measured and improved in Parkinson care. Patients with Parkinson's disease(PD) become progressively disabled due to a mixture of cognitive, emotional and motor symptoms. Given the complex nature of the disease, delivering patient-centered care to PD patients is challenging. Preferably, Parkinson care is provided by a collaborative team of physicians, nurses, psychosocial caregivers and allied health experts. 'Patient-centeredness' implies that patients are invited to participate within this team. PD patients currently assume a passive role in healthcare, partially because this is the traditional approach, but also because they lack the tools to self-manage their condition. Van der Eijk found out that PD patients experience a lack of collaboration between their healthcare professionals. Additionally, patients urgently call for more and personally tailored information as well as emotional support to cope better with their disease. Van der Eijk collected patient-experiences in the Netherlands, Canada and the United States and evaluated regional multidisciplinary healthcare networks and online health communities. These innovations may improve the patient-centeredness of care and enhance communication among health professionals and patients, and support coordination of care across institutions. A personal health community is a private community governed by individual patients. Apart from the patient, participants include the caregiver and one or more (ideally all) health professionals involved. Patients favor the possibility to interact with their health professionals for emotional support and to obtain medical information. When technically well facilitated, the concept stimulates active patient involvement in their own health and healthcare

The draft genome of a socially polymorphic halictid bee, Lasioglossum albipes

Background: Taxa that harbor natural phenotypic variation are ideal for ecological genomic approaches aimed at understanding how the interplay between genetic and environmental factors can lead to the evolution of complex traits. Lasioglossum albipes is a polymorphic halictid bee that expresses variation in social behavior among populations, and common-garden experiments have suggested that this variation is likely to have a genetic component. Results: We present the L. albipes genome assembly to characterize the genetic and ecological factors associated with the evolution of social behavior. The de novo assembly is comparable to other published social insect genomes, with an N50 scaffold length of 602 kb. Gene families unique to L. albipes are associated with integrin-mediated signaling and DNA-binding domains, and several appear to be expanded in this species, including the glutathione-s-transferases and the inositol monophosphatases. L. albipes has an intact DNA methylation system, and in silico analyses suggest that methylation occurs primarily in exons. Comparisons to other insect genomes indicate that genes associated with metabolism and nucleotide binding undergo accelerated evolution in the halictid lineage. Whole-genome resequencing data from one solitary and one social L. albipes female identify six genes that appear to be rapidly diverging between social forms, including a putative odorant receptor and a cuticular protein. Conclusions: L. albipes represents a novel genetic model system for understanding the evolution of social behavior. It represents the first published genome sequence of a primitively social insect, thereby facilitating comparative genomic studies across the Hymenoptera as a whole

Bombus impatiens, Including observations on its egg eclosion.

25 pages : illustrations (some color) ; 26 cm.This contribution results from an investigation of four commercially obtained colonies of Bombus (Pyrobombus) impatiens Cresson in an attempt to understand the functional anatomy and behavior of its immature stages. Eggs are described in detail, and their chorionic microstructure is contrasted with that of Bombus (Cullumanobombus) griseocollis (De Geer). They are deposited in groups consisting of a few to more than nine eggs into a single chamber. The study confirms that larvae pass through four instars. Although increasing in size dramatically from one instar to the next, larval anatomy and behavior change little during the first three instars. The last instar is the one that commences defecation and production of silk resulting in cocoon construction. In contrast to most bees, its larval activities result in substantial changes in size and shape of its brood chamber, whereas brood chambers of most bees are constructed by the female and modified little by the offspring. This study is a part of a series of investigations into the similarities and differences in the developmental biologies among corbiculate bees

Variation in DNA Methylation Is Not Consistently Reflected by Sociality in Hymenoptera

Changes in gene regulation that underlie phenotypic evolution can be encoded directly in the DNA sequence or mediated by chromatin modifications such as DNA methylation. It has been hypothesized that the evolution of eusocial division of labor is associated with enhanced gene regulatory potential, which may include expansions in DNA methylation in the genomes of Hymenoptera (bees, ants, wasps, and sawflies). Recently, this hypothesis garnered support from analyses of a commonly used metric to estimate DNA methylation in silico, CpG content. Here, we test this hypothesis using direct, nucleotide-level measures of DNA methylation across nine species of Hymenoptera. In doing so, we generated new DNA methylomes for three species of interest, including one solitary and one facultatively eusocial halictid bee and a sawfly. We demonstrate that the strength of correlation between CpG content and DNA methylation varies widely among hymenopteran taxa, highlighting shortcomings in the utility of CpG content as a proxy for DNA methylation in comparative studies of taxa with sparse DNA methylomes. We observed strikingly high levels of DNA methylation in the sawfly relative to other investigated hymenopterans. Analyses of molecular evolution suggest the relatively distinct sawfly DNA methylome may be associated with positive selection on functional DNMT3 domains. Sawflies are an outgroup to all ants, bees, and wasps, and no sawfly species are eusocial. We find no evidence that either global expansions or variation within individual ortholog groups in DNA methylation are consistently associated with the evolution of social behavior