Fiduciary Duties for Activist Shareholders

Corporate law and scholarship generally assume that professional managers control public corporations, while shareholders play only a weak and passive role. As a result, corporate officers and directors are understood to be subject to extensive fiduciary duties, while shareholders traditionally have been thought to have far more limited obligations. Outside the contexts of controlling shareholders and closely held firms, many experts argue shareholders have no duties at all. The most important trend in corporate governance today, however, is the move toward shareholder democracy. Changes in financial markets, in business practice, and in corporate law have given minority shareholders in public companies greater power than they have ever enjoyed before. Activist investors, especially rapidly growing hedge funds, are using this new power to pressure managers into pursuing corporate transactions ranging from share repurchases, to special dividends, to the sale of assets or even the entire firm. In many cases these transactions uniquely benefit the activist while failing to benefit, or even harming, the firm and other shareholders. This Article argues that greater shareholder power should be coupled with greater shareholder responsibility. In particular, it argues that the rules of fiduciary duty traditionally applied to officers and directors and, more rarely, to controlling shareholders should be applied to activist minority investors as well. This proposal may seem a radical expansion of fiduciary doctrine. Nonetheless, the foundations of an expanded shareholder duty have been laid in existing case law. Moreover, there is every reason to believe that newly empowered activist shareholders are vulnerable to the same forces of greed and self-interest widely understood to face corporate officers and directors. Corporate law can, and should, adapt to this reality

Fiduciary Duties for Activist Shareholders

Corporate law and scholarship generally assume that professional managers control public corporations, while shareholders play only a weak and passive role. As a result, corporate officers and directors are understood to be subject to extensive fiduciary duties, while shareholders traditionally have been thought to have far more limited obligations. Outside the contexts of controlling shareholders and closely held firms, many experts argue shareholders have no duties at all. The most important trend in corporate governance today, however, is the move toward shareholder democracy. Changes in financial markets, in business practice, and in corporate law have given minority shareholders in public companies greater power than they have ever enjoyed before. Activist investors, especially rapidly growing hedge funds, are using this new power to pressure managers into pursuing corporate transactions ranging from share repurchases, to special dividends, to the sale of assets or even the entire firm. In many cases these transactions uniquely benefit the activist while failing to benefit, or even harming, the firm and other shareholders. This Article argues that greater shareholder power should be coupled with greater shareholder responsibility. In particular, it argues that the rules of fiduciary duty traditionally applied to officers and directors and, more rarely, to controlling shareholders should be applied to activist minority investors as well. This proposal may seem a radical expansion of fiduciary doctrine. Nonetheless, the foundations of an expanded shareholder duty have been laid in existing case law. Moreover, there is every reason to believe that newly empowered activist shareholders are vulnerable to the same forces of greed and self-interest widely understood to face corporate officers and directors. Corporate law can, and should, adapt to this reality

Computer simulation results for PCM/PM/NRZ receivers in nonideal channels

This article studies, by computer simulations, the performance of deep-space telemetry signals that employ the pulse code modulation/phase modulation (PCM/PM) technique, using nonreturn-to-zero data, under the separate and combined effects of unbalanced data, data asymmetry, and a band-limited channel. The study is based on measuring the symbol error rate performance and comparing the results to the theoretical results presented in previous articles. Only the effects of imperfect carrier tracking due to an imperfect data stream are considered. The presence of an imperfect data stream (unbalanced and/or asymmetric) produces undesirable spectral components at the carrier frequency, creating an imperfect carrier reference that will degrade the performance of the telemetry system. Further disturbance to the carrier reference is caused by the intersymbol interference created by the band-limited channel

Heavy metals in harvested rainwater used for domestic purposes in rural areas: Yatta Area, Palestine as a case study.

Rainwater harvesting is considered one of the most important water resources in the Palestinian countryside. In this research, the study area chosen for the study was Yatta town in Hebron city. 75 water samples were collected from 74 cisterns in a number of neighborhoods in Yatta, and a structured household survey was conducted with the same households where the water samples were collected. Statistical analysis was made using the SPSS software. An analysis for the samples was made using ICP-MS to test the existence of a number of heavy metals, namely Pb, Cr, Mn, Co, Ni, Cu, Zn and Cd. The results were compared with the WHO and Palestinian limits for drinking water quality. Considering the metals Mn, Co, Cu and Cd, neither of the samples exceeded any of the two limits. For the metals, Pb, Cr, and Ni, two samples exceeded both limits. For the metal, Zn, one sample exceeded the WHO limit only. Sources of pollution by heavy metals of the harvested rainwater were identified by means of a questionnaire distributed to the households. The results showed that except for nickel and the water collection surface of the cistern factor, there is no direct relationship between the factors and activities that may contribute to contaminate harvested rainwater with heavy metals and the existence of heavy metals beyond local and international limits. Based on the questionnaire and literature: Possible sources of lead and zinc are the roof, storage tanks, distribution systems and plumbing; possible sources of chromium are road dust, asbestos brakes and anthropogenic activities occurring around the house; possible source of nickel is leaching from metals in contact with harvested rainwater such as pipes and fittings which are used to collect the harvested rainwater. In addition, an assessment of the potential health risks due to contamination of the harvested rainwater by heavy metals was made for all the samples that exceeded either WHO limit or the Palestinian limit or both. The Chronic Daily Intake (CDI) and the Health Risk Index (HRI) were calculated. The assessment was made for both adults and children. The results showed that all the samples are considered safe (HRI \u3c 1), which means that there are no potential health risks for consumers

Variaciones de la adaquia y fuerza labial superior en niños, tratados con mioterapia. Policlínico Tomás Romay. Habana Vieja.

Se ha añadido a las etiologías existentes de la adaquia, o mordida abierta anterior, la incompetencia de los músculos labiales y se ha demostrado que pueden obtenerse resultados más estables y perfectos en su corrección sin necesidad de rejas inhibidoras de acción lingual, empleando tratamientos basados en la mioterapia. Con el propósito de determinar las variaciones que se producen en los valores de la fuerza labial y la adaquia después de mioterapia, se realizó un estudio experimental y longitudinal en 52 niños de 9-12 años, quienes asistieron a las escuelas del área de salud del Policlínico Tomás Romay en los años 2006-2007, para lo cual se realizaron mediciones con un dinamómetro modificado para medir la fuerza labial en gramos y con una regla milimetrada para medir la adaquia en mm. Nos apoyamos en la prueba de comparación de medias para muestras no independientes y pareadas para decidir si la intervención significaba las variaciones. Después del tratamiento, el promedio de la fuerza labial aumentó en todos los niños y la adaquia se redujo significativamente en igual período de tiempo. No hubo diferencias significativas en las respuestas al tratamiento entre hembras y varones. Se concluye que la mioterapia labial y lingual fue efectiva para aumentar la fuerza labial superior, reducir la mordida abierta anterior y lograr competencia labial en los niños del estudio después de 8 meses y al año de tratamiento, sin necesidad de una aparatología ortodóncica.  Palabras clave: Fuerza labial; mioterapia; adaquia

The Structure of Titan's Atmosphere from Cassini Radio Occultations

We present results from the two radio occultations of the Cassini spacecraft by Titan in 2006, which probed mid-southern latitudes. Three of the ingress and egress soundings occurred within a narrow latitude range, 31.34 deg S near the surface, and the fourth at 52.8 deg S. Temperature - altitude profiles for all four occultation soundings are presented, and compared with the results of the Voyager 1 radio occultation (Lindal et al., 1983), the HASI instrument on the Huygens descent probe (Fulchignoni et al., 2005), and Cassini CIRS results (Flasar et al., 2005; Achterberg et al., 2008b). Sources of error in the retrieved temperature - altitude profiles are also discussed, and a major contribution is from spacecraft velocity errors in the reconstructed ephemeris. These can be reduced by using CIRS data at 300 km to make along-track adjustments of the spacecraft timing. The occultation soundings indicate that the temperatures just above the surface at 31-34 deg S are about 93 K, while that at 53 deg S is about 1 K colder. At the tropopause, the temperatures at the lower latitudes are all about 70 K, while the 53 deg S profile is again 1 K colder. The temperature lapse rate in the lowest 2 km for the two ingress (dawn) profiles at 31 and 33 deg S lie along a dry adiabat except within approximately 200m of the surface, where a small stable inversion occurs. This could be explained by turbulent mixing with low viscosity near the surface. The egress profile near 34 deg S shows a more complex structure in the lowest 2 km, while the egress profile at 53 deg S is more stable

Defining α-synuclein species responsible for Parkinson's disease phenotypes in mice.

Parkinson's disease (PD) is a neurodegenerative disorder characterized by fibrillar neuronal inclusions composed of aggregated α-synuclein (α-syn). These inclusions are associated with behavioral and pathological PD phenotypes. One strategy for therapeutic interventions is to prevent the formation of these inclusions to halt disease progression. α-Synuclein exists in multiple structural forms, including disordered, nonamyloid oligomers, ordered amyloid oligomers, and fibrils. It is critical to understand which conformers contribute to specific PD phenotypes. Here, we utilized a mouse model to explore the pathological effects of stable β-amyloid-sheet oligomers compared with those of fibrillar α-synuclein. We biophysically characterized these species with transmission EM, atomic-force microscopy, CD spectroscopy, FTIR spectroscopy, analytical ultracentrifugation, and thioflavin T assays. We then injected these different α-synuclein forms into the mouse striatum to determine their ability to induce PD-related phenotypes. We found that β-sheet oligomers produce a small but significant loss of dopamine neurons in the substantia nigra pars compacta (SNc). Injection of small β-sheet fibril fragments, however, produced the most robust phenotypes, including reduction of striatal dopamine terminals, SNc loss of dopamine neurons, and motor-behavior defects. We conclude that although the β-sheet oligomers cause some toxicity, the potent effects of the short fibrillar fragments can be attributed to their ability to recruit monomeric α-synuclein and spread in vivo and hence contribute to the development of PD-like phenotypes. These results suggest that strategies to reduce the formation and propagation of β-sheet fibrillar species could be an important route for therapeutic intervention in PD and related disorders

Optimization of wear loss in silicon nitride (Si3N4)–hexagonal boron nitride (hBN) composite using DoE–Taguchi method

Introduction The contacting surfaces subjected to progressive loss of material known as ‘wear,’ which is unavoidable between contacting surfaces. Similar kind of phenomenon observed in the human body in various joints where sliding/rolling contact takes place in contacting parts, leading to loss of material. This is a serious issue related to replaced joint or artificial joint. Case description Out of the various material combinations proposed for artificial joint or joint replacement Si3N4 against Al2O3 is one of in ceramic on ceramic category. Minimizing the wear loss of Si3N4 is a prime requirement to avoid aseptic loosening of artificial joint and extending life of joint. Discussion and evaluation In this paper, an attempt has been made to investigate the wear loss behavior of Si3N4–hBN composite and evaluate the effect of hBN addition in Si3N4 to minimize the wear loss. DoE–Taguchi technique is used to plan and analyze experiments. Conclusion Analysis of experimental results proposes 15 N load and 8 % of hBN addition in Si3N4 is optimum to minimize wear loss against alumina

Measurement and implications of Saturn's gravity field and ring mass

The interior structure of Saturn, the depth of its winds, and the mass and age of its rings constrain its formation and evolution. In the final phase of the Cassini mission, the spacecraft dived between the planet and its innermost ring, at altitudes of 2600 to 3900 kilometers above the cloud tops. During six of these crossings, a radio link with Earth was monitored to determine the gravitational field of the planet and the mass of its rings. We find that Saturn's gravity deviates from theoretical expectations and requires differential rotation of the atmosphere extending to a depth of at least 9000 kilometers. The total mass of the rings is (1.54 ± 0.49) × 1019 kilograms (0.41 ± 0.13 times that of the moon Mimas), indicating that the rings may have formed 107 to 108 years ago.Italian Space Agency; NASA's CDAP program; Cassini Project; Israeli Space AgencyThis item from the UA Faculty Publications collection is made available by the University of Arizona with support from the University of Arizona Libraries. If you have questions, please contact us at [email protected]