SPAC The Deck: Why the Control Exerted by SPAC Sponsors Subjects De-SPAC Transactions to Entire Fairness Review

Special purpose acquisition companies (SPACs), otherwise known as blank check companies, are corporations created to raise capital from investors with the express purpose of using such capital to acquire an already existing business. Much like a traditional merger, the transaction between the SPAC and the target company (formally called the “Initial Business Combination” or colloquially the “de- SPAC transaction”) is highly scrutinized in shareholder litigation. However, Delaware courts have not definitively established under which standard these de-SPAC transactions should be reviewed. This Note examines the SPAC structure, evaluates the arguments for the respective standards, and ultimately concludes that Delaware courts should review de-SPAC transactions under the entire fairness standard. Further, this Note argues that SPACs can rebut the presumption of entire fairness and earn business judgment review by following the steps set forth in the seminal decision of Kahn v. M & F Worldwide Corp., which have been found to be applicable to a wide range of corporate transactions

Applying moral foundations theory to understanding public views of sexual offending

Much research has examined the views held by citizens about sexual offenders and related policy responses. Although studies have extensively examined demographic correlates of such views, little attention has been paid to psychological mechanisms that underpin them. Gaining a deeper understanding of such mechanisms may ultimately prove useful for informing communication strategies around the problem of sexual violence. We propose the application of moral foundations theory (MFT) as a means of exploring the roots of the current punitive consensus around sexual crime policy at the macro level, as well as individual variability in attitudes about sexual violence. Following an overview of the sexual offender policy landscape, and a description of MFT principles, we outline how this framework can help to explain both convergence and divergence in responses to sexual offending among members of the public. We also provide a series of testable hypotheses to stimulate further research in this area

A comparison of two-coloured filter systems for treating visual reading difficulties

Copyright @ 2013 Informa UK Ltd.Purpose: Visual disturbances that make it difficult to read text are often termed “visual stress”. Coloured filters in spectacles may help some children overcome reading problems that are often caused by visual stress. It has been suggested that for optimal effect each child requires an individually prescribed colour for each eye, as determined in systems such as the “Harris Foundation” coloured filters. Alternatively, it has been argued that only blue or yellow filters, as used in the “Dyslexia Research Trust” (DRT) filter system, are necessary to affect the underlying physiology. Method: A randomised, double blind trial with 73 delayed readers, was undertaken to compare changes in reading and spelling as well as irregular and non-word reading skills after 3 months of wearing either the Harris or the DRT filters. Results: Reading improved significantly after wearing either type of filter (t = −8.4, p < 0.01), with 40% of the children improving their reading age by 6 months or more during the 3 month trial. However, spelling ability (t = 2.1, p = 0.05) and non-word reading (f = 4.7, p < 0.05) improved significantly more with the DRT than with the Harris filters. Conclusion: Education and rehabilitation professionals should therefore, consider coloured filters as an effective intervention for delayed readers experiencing visual stress

FutureGRID: A Program for long-term research into GRID systems architecture

Proceedings of the 2003 UK e-Science All Hands Meeting, 31st August - 3rd September, Nottingham UKThis is a project to carry out research into long-term GRID architecture, in the University of Cambridge Computer Laboratory and the Cambridge eScience Center, with support from the Microsoft Research Laboratory, Cambridge. It is part of a larger vision for future systems architectures for public computing platforms, including both scientitic GRID and commodity level computing such as games, peer2peer computing and storage services and so forth, based on work in the laboratories in recent years into massively scaleable distributed systems for storage, computation, content distribution and collaboration[26]

International experience of marine protected areas and their relevance to South Africa

Marine protected areas (MPAs) have become necessary to counter modern threats to marine biodiversity and the sustainability of fisheries. Sensitive habitats, including coral reefs, estuaries and mangroves, have beeneffectively protected in large MPAs, which control resource use. Protection from pollution and physical destruction by fishing gear are important functions of MPAs in tropical and temperate regions. MPAs havebeen used to protect endangered species and to allow population recoveries. The advantages for fishery management include maintenance of spawner biomass, improvement of yield, simplified enforcement,research opportunity, insurance against stock collapse and maintenance of intraspecific genetic diversity. MPAs can be small with narrow, focused objectives, or large with core areas, buffer zones and exploitableareas to provide an integrated management approach. A variety of design considerations, based on ecological, fishery and socio-economic conditions, is presented. Optimal size and spacing have not been extensivelytested and only theoretical arguments guide the choice of how much to protect. The process of establishing an MPA can be initiated by local communities or by governmental authorities. The former has better publicsupport, whereas the latter promises a well planned system of MPAs. Community and industry involvement in the establishment process is essential for the effective functioning of MPAs. Successful MPAs are administered by national programmes and managed according to management plans. Monitoring, communication and enforcement are integral components of MPA management. South Africa is party to a number of international conventions which promote the designation of MPAs. Better protection of the physical marine environment, incorporation of MPAs in fishery management procedures and the management of MPAs are the major areas where South Africa can improve its marine protection

Fingermark submission decision-making within a UK fingerprint laboratory: Do experts get the marks that they need?

Within UK policing it is routinely the responsibility of fingerprint laboratory practitioners to chemically develop areas of latent fingerprint ridge detail on evidential items and to determine which areas of ridge detail are of sufficient quality to be submitted to fingerprint experts for search or comparison against persons of interest. This study assessed the effectiveness of the fingermark submission process within the Evidence Recovery Unit Fingerprint Laboratory of the Metropolitan Police Service. Laboratory practitioners were presented with known source fingermark images previously deemed identifiable or insufficient by fingerprint experts, and were asked to state which of the marks they would forward to the Fingerprint Bureau. The results indicated that practitioners forwarded a higher percentage of insufficient fingermarks than is acceptable according to current laboratory guidelines, and discarded a number of marks that were of sufficient quality for analysis. Practitioners forwarded more insufficient fingermarks when considering fingermarks thought to be related to a murder and discarded more sufficient fingermarks when considering those thought to be related to a crime of 'theft from vehicle'. The results highlight the need for fingerprint laboratories to work alongside fingerprint experts to ensure that a consistent approach to decision-making is, as far as possible, achieved, and that appropriate thresholds are adopted so as to prevent the loss of valuable evidence and improve the efficiency of the fingerprint filtering process

Ageing stereotypes influence the transmission of false memories in the social contagion paradigm

These experiments are the first to investigate the impact of confederate accuracy, age, and age stereotypes in the social contagion of memory paradigm. Across two experiments, younger participants recalled household scenes with an actual (Experiment 1) or virtual (Experiment 2), older or younger confederate who suggested different proportions (0%, 33% or 100%) of false items during collaboration. In Experiment 2, positive and negative age stereotypes were primed by providing bogus background information about our older confederate before collaboration. Across both experiments, if confederates suggested false items participants readily incorporated these into their own memory reports. In Experiment 1, when no age stereotype was primed, participants adopted similar proportions of false items from younger and older confederates. Importantly, in Experiment 2, when our older confederate was presented in terms of negative ageing stereotypes, participants reported less false items and were better able to correctly identify the source of those false items

Diazoxon disrupts the expression and distribution of βIII-tubulin and MAP 1B in differentiating N2a cells

This study aimed at assessing the effects of diazoxon (DZO), a major metabolite of the insecticide diazinon (DZ), on key cytoskeletal proteins in differentiating N2a neuroblastoma cells. Initial experiments established that sub-lethal concentrations of 1, 5 and 10 μM DZO produced profound inhibition of neurite outgrowth. Densitometric scanning of probed immunoblots of N2a cell lysates demonstrated that DZO had no effect on total β-tubulin levels. However, probing with a monoclonal antibody that recognised specifically the βIII-tubulin isotype revealed that 10 μM DZO induced a significant reduction in the levels of this particular form. Levels of polyglutamylated tubulin were not altered. Exposure to 10 μM DZO also decreased the expression of microtubule associated protein 1B (MAP 1B). However, DZO had no effect on the expression of MAP tau. DZO also failed to affect the levels neurofilament light (NFL) and neurofilament medium (NFM) chain levels. Indirect immunofluorescence demonstrated that the staining of neurites in treated cells was weaker than in the controls for βIII-tubulin. In conclusion, DZO disrupts the microtubule (MT) network affecting the expression and distribution of two specific MT proteins known to be important in neuritogenesis. DZO may contribute to the developmental neurotoxicity seen following exposure to DZ

EnRoot: a narrow, inexpensive and partially 3D-printable minirhizotron for imaging fine root production

Background Fine root production is one of the least well understood components of the carbon cycle in terrestrial ecosystems. Minirhizotrons allow accurate and non-destructive sampling of fine root production. Small and large scale studies across a range of ecosystems are needed to have baseline data on fine root production and further assess the impact of global change upon it; however, the expense and the low adaptability of minirhizotrons prevent such data collection, in worldwide distributed sampling schemes, in low-income countries and in some ecosystems (e.g. tropical forested wetlands). Results We present EnRoot, a narrow minirhizotron of 25 mm diameter, that is partially 3D printable. EnRoot is inexpensive (€150), easy to construct (no prior knowledge required) and adapted to a range of ecosystems including tropical forested wetlands (e.g. mangroves, peatlands). We tested EnRoot’s accuracy and precision for measuring fine root length and diameter, and it yielded Lin’s concordance correlation coefficient values of 0.95 for root diameter and 0.92 for length. As a proof of concept, we tested EnRoot in a mesocosm study, and in the field in a tropical mangrove. EnRoot proved its capacity to capture the development of roots of a legume (Medicago sativa) and a mangrove species (seedlings of Rhizophora mangle) in laboratory mesocosms. EnRoot’s field installation was possible in the root-dense tropical mangrove because its narrow diameter allowed it to be installed between larger roots and because it is fully waterproof. EnRoot compares favourably with commercial minirhizotrons, and can image roots as small as 56 µm. Conclusion EnRoot removes barriers to the extensive use of minirhizotrons by being low-cost, easy to construct and adapted to a wide range of ecosystem. It opens the doors to worldwide distributed minirhizotron studies across an extended range of ecosystems with the potential to fill knowledge gaps surrounding fine root production