Limited Liability for Limited Partners: An Argument for the Abolition of the Control Rule

One of the important features of the limited partnership\u27 that makes investment in this form of business organization attractive is the general immunity afforded to limited partners from liability for the obligations of the partnership. This immunity, however,can be forfeited. Under both the Uniform Limited Partnership Act (ULPA) and the Revised Uniform Limited Partnership Act (RULPA), a limited partner becomes liable for the obligations of the partnership if, in addition to the exercise of the rights and powers of a limited partner, the limited partner takes part in the control of the business.\u27\u27 Not surprisingly, when sophisticated investors are offered limited partnership interests, these investors often request provisions in the certificate of limited partnership or the partnership agreement\u27 providing that the general partners may commit the partnership to certain types of transactions only with the consent of the holders of some specified percentage of the limited partnership interests or that the limited partners be given some voice in the selection of the partnership\u27s managers. Although these requests are understandable, an obvious tension arises between the limited partners\u27 desire to exercise control over important decisions affecting the partnership and the threat of personal liability for taking part, or participating, in the control of the business of the partnership. One of the most vexing problems facing lawyers who represent sophisticated limited partnership investors is advising these investors how much decision-making power they can obtain through negotiation with the general partners without losing immunity from liability for the obligations of the partnership. There has been no dearth of insightful commentary pointing out the uncertainty inherent in the control rule. Most of this commentary has attempted to suggest the appropriate judicial standards for deciding whether the particular conduct of a limited partner in relation to the partnership business should subject the limited partner to personal liability for the obligations of the partnership. Few commentators, however, have had the temerity even to suggest that the control rule be abolished and that limited partners have no personal liability for the obligations of the partnership regardless of the degree to which the limited partners participate in the control of the partnership business. This Article presses that argument. Part II examines the origins and present status of the control rule. This examination ex-poses the uncertain boundaries of a limited partner\u27s potential liability under the rule and the resulting difficulty of advising potential investors in limited partnerships. Part III criticizes the control rule on the grounds that it complicates a potential investor\u27s calculation of the risk of investing in a limited partnership, compromises the negotiating position of limited partners relative to general partners, and is not supported by any valid policy that could not be accommodated by other existing legal principles. Finally, part IV argues that the control rule should be abolished in favor of a rule that generally would free limited partners from personal liability for the obligations of the partnership. Part IV also suggests specific legislation that would effect this change

Plexin-B1 and semaphorin 4D cooperate to promote perineural invasion in a RhoA/ROK-dependent manner

Perineural invasion (PNI) is a tropism of tumor cells for nerve bundles located in the surrounding stroma. It is a pathological feature observed in certain tumors, referred to as neurotropic malignancies, that severely limits the ability to establish local control of disease and results in pain, recurrent growth, and distant metastases. Despite the importance of PNI as a prognostic indicator, its biological mechanisms are poorly understood. The semaphorins and their receptors, the plexins, compose a family of proteins originally shown to be important in nerve cell adhesion, axon migration, and proper central nervous system development. Emerging evidence has demonstrated that these factors are expressed in tissues outside of the nervous system and represent a widespread signal transduction system that is involved in the regulation of motility and adhesion in different cell types. We believe that the plexins and semaphorins, which are strongly expressed in both axons and many carcinomas, play a role in PNI. In this study, we show that plexin-B1 is overexpressed in tissues and cell lines from neurotropic malignancies and is attracted to nerves that express its ligand, semaphorin 4D, in a Rho/Rho kinase-dependent manner. We also demonstrate that nerves are attracted to tumors through this same system of proteins, suggesting that both plexin-B1 and semaphorin 4D are important in the promotion of PN

Pediatric trauma patient

The purpose of this chapter is to present those principles of care that impact the integrity of the airway, breathing, and circulation or influence the priorities of advanced trauma life support for the pediatric trauma patient. Assessment and treatment decisions must be made quickly to prevent progression and deterioration to respiratory failure and cardiopulmonary arrest. Definitive evaluation and initial treatment of most other injuries can be safely undertaken after ventilation, oxygenation, and perfusion have been restored. Such definitive care is provided upon completion of the secondary survey, a detailed head-to-toe examination for detection of specific injuries.Este artigo revê os princípios do atendimento inicial ao traumatizado pediátrico, após uma revisão das características específicas da anatomia e fisiologia na infância. Aborda as diferentes situações através das quais o traumatizado pediátrico pode se apresentar e discute as opções que existem em cada fase do atendimento primário, bem como delineia os cuidados definitivos em lesões de alguns sistemas específicos

A study of ion-exchange chromatography in an expanded bed for bovine albumin recovery

In the present work, the effect of bed expansion on BSA adsorption on Amberlite IRA 410 ion-exchange resin was studied. The hydrodynamic behavior of an expanded bed adsorption column on effects of the biomolecules and salt addition and temperature were studied to optimize the conditions for BSA recovery on ion-exchange resin. Residence time distribution showed that HEPT, axial dispersion and the Pecletl number increased with temperature and bed height, bed voidage and linear velocity. The binding capacity of the resin increased with bed height. The Amberlite IRA 410 ion-exchange showed an affinity for BSA with a recovery yield of 78.36 % of total protein.No presente trabalho foi estudado o efeito da expansão do leito sobre a adsorção de BSA na resina de troca iônica Amberlite IRA 410. O comportamento hidrodinâmico de uma coluna de adsorção em leito expandido sob efeito da adição de biomoléculas, sal e variação da temperatura também foi estudado para obter as condições ótimas de recuperação da BSA sob a resina de troca iônica. A distribuição do tempo de residência mostrou que a HEPT, a dispersão axial e o número de Pecletl aumentaram com a temperatura, altura do leito, porosidade do leito e velocidade linear. A capacidade de ligação da resina aumentou com a expansão do leito. A resina de troca iônica Amberlite IRA 410 mostrou ter afinidade pela BSA, com uma recuperação de 78,36 % da proteína total.427436Fundação de Amparo à Pesquisa do Estado de São Paulo (FAPESP)Conselho Nacional de Desenvolvimento Científico e Tecnológico (CNPq

The knowledge transfer from science to practice – a survey with EU researchers

Group members came from 12 European countries, six from new (Bulgaria, Czech Republic, Estonia, Hungary, Poland and Slovenia) and six from old EU member states (Germany, Spain, Finland, Italy, The Netherlands, Portugal). The aim of the work was to analyze the role of the scientists in a dialogue between them and the practitioners within the organic production sector. Another important aim was to find the best practice models of such dialogue as the examples to be followed by others. In order to reach this aim the survey with the scientists has been conducted by all project partners; every partner has conducted the survey with 10 selected scientists from own country. Only the scientists possessing PhD level and actively working in the organic sector could be selected. Key areas of the questionnaire were directed to the (A) person (gender, age, years of activity in teaching and/or researching), (B) number of projects, papers, trainings and interviews, (C) Examples of best practice models, (D) Estimations of potential collaboration and dialog between scientists and stakeholders, (E) Estimations about the success of personal activities with regard to the improvement of the four fields (farming, processing, trading & marketing), (F) Estimates of the improvement of communication and knowledge transfer from science to practice, (G) Estimates of potential threats for good communication and knowledge transfer among scientists and practitioners. Interviewees were finally asked for general remarks and comments. The results indicate that there is not a big difference between the scientists from the old EU member states and new EU member states in most of the analyzed areas. The main difference is that the scientists from the new EU member states provide more training sessions for practitioners outside their institutions compared to the researchers from the old EU member states. The results reveal also a relatively low level of the researchers’ activity in conducting the implementation projects and writing the popular papers, both in the old and new EU member states

Secreted semaphorin 5A suppressed pancreatic tumour burden but increased metastasis and endothelial cell proliferation.

BACKGROUND: Our earlier reports demonstrated that membrane-bound semaphorin 5A (SEMA5A) is expressed in aggressive pancreatic cancer cells and tumours, and promotes tumour growth and metastasis. In this study, we examine whether (1) pancreatic cancer cells secrete SEMA5A and (2) that secreted SEMA5A modulates certain phenotypes associated with tumour progression, angiogenesis and metastasis through various other molecular factors and signalling proteins. METHODS AND RESULTS: In this study, we show that human pancreatic cancer cell lines secrete the extracellular domain (ECD) of SEMA5A (SEMA5A-ECD) and overexpression of mouse Sema5A-ECD in Panc1 cells (not expressing SEMA5A; Panc1-Sema5A-ECD; control cells - Panc1-control) significantly increases their invasion in vitro via enhanced ERK phosphorylation. Interestingly, orthotopic injection of Panc1-Sema5A-ECD cells into athymic nude mice results in a lower primary tumour burden, but enhances the micrometastases to the liver as compared with Panc1-control cells. Furthermore, there is a significant increase in proliferation of endothelial cells treated with conditioned media (CM) from Panc1-Sema5A-ECD cells and a significant increase in microvessel density in Panc1-Sema5A-ECD orthotopic tumours compared with those from Panc1-control cells, suggesting that the increase in liver micrometastases is probably due to increased tumour angiogenesis. In addition, our data demonstrate that this increase in endothelial cell proliferation by Sema5A-ECD is mediated through the angiogenic molecules - interleukin-8 and vascular endothelial growth factor. CONCLUSION: Taken together, these results suggest that a bioactive, secreted form of Sema5A-ECD has an intriguing and potentially important role in its ability to enhance pancreatic tumour invasiveness, angiogenesis and micrometastases

Role of electromagnetically induced transparency in resonant four-wave-mixing schemes.

Published versio

Rotating Higher Spin Partition Functions and Extended BMS Symmetries

We evaluate one-loop partition functions of higher-spin fields in thermal flat space with angular potentials; this computation is performed in arbitrary space-time dimension, and the result is a simple combination of Poincar\'e characters. We then focus on dimension three, showing that suitable products of one-loop partition functions coincide with vacuum characters of higher-spin asymptotic symmetry algebras at null infinity. These are extensions of the bms_3 algebra that emerges in pure gravity, and we propose a way to build their unitary representations and to compute the associated characters. We also extend our investigations to supergravity and to a class of gauge theories involving higher-spin fermionic fields.Comment: 58 pages; clarifications and references added; version to be published in JHE