Punitive Damages in Securites Arbitration: The Interplay of State and Federal Law (or a Smaller Bite of the Big Apple)

As the United States Supreme Court has observed, the Federal Arbitration Act (FAA) 2 is something of an anomaly in the field of federal-court jurisdiction. It creates a body of federal substantive law establishing and regulating the duty to honor an agreement to arbitrate, yet it does not create any independent federal-question jurisdiction. \u27 The parameters and effect of state law under the FAA are continually being refined by the courts. Since the FAA is silent regarding the award of punitive damages, the role state law plays with respect to this issue is unsettled

The Securities Industry Standards Act of 1986: Significant Changes In Florida\u27s Blue Sky Laws

National attention has often focused on Florida as a base for con-artists

Recent Developments Concerning Preferred Stockholder Rights under Delaware Law

This is a timely article focusing on the conflicting duties owed to preferred and common stockholders. Delaware is the leading corporate law jurisdiction in the United States. Preferred stock is a key component in angel and venture capital transactions. Historically the Delaware courts have accepted as a general principle the proposition that since the preferred rights are contractual in nature, they must be expressly defined in the preferred stock contract in order for the preferred to successfully assert those rights. Accordingly, the directors owe correlative duties to the preferred to the extent that the rights are articulated in the contract. The Delaware courts maintained such position for many decades. In contrast, the Jedwab decision rendered in 1986 stated that the application of the general rule is confined to the situation where the matters relate to the preferences themselves. The Jedwab court then held that where the right asserted by the preferred does not relate to a preference as against the common stockholders, but rather the rights shared equally with the common, then fiduciary, rather than contractual, principles apply. Controversy ensued as to whether the Jedwab decision was an exception to, or a violation of, the general rule. In connection with the proposition that the directors’ duties to the preferred are limited to the extent that the preferred rights are defined in the contract, the recently decided Trados case added another layer to the ongoing debate. In 2009, the Trados court addressed the issue of whether directors breached their duty of loyalty to the common stockholders by improperly favoring the interests of the preferred stockholders. In that case, the court determined that it is possible a director could breach her duty by improperly favoring the interests of the preferred over those of the common. The court examined the role of directors who were affiliated with preferred stock investors, which is not an uncommon situation in venture and start-up capital situations. As a consequence, this case will likely have a significant impact on corporate lawyers and their clients. The Trados decision has been discussed both in the press and at major continuing legal education conferences. In March of 2010, the Delaware Court, in the LC Capital case , attempted to reconcile the Trados decision with the Jedwab decision. In examining the above cases, along with other recent cases, developments concerning preferred stockholder rights under Delaware law are analyzed

Monitoring rock freezing and thawing by novel geoelectrical and acoustic techniques

Automated monitoring of freeze-thaw cycles and fracture propagation in mountain rockwalls is 23 needed to provide early warning about rockfall hazards. Conventional geoelectrical methods 24 such as electrical resistivity tomography (ERT) are limited by large and variable ohmic contact 25 resistances, requiring galvanic coupling with metal electrodes inserted into holes drilled into 26 rock, and which can be loosened by rock weathering. We report a novel experimental 27 methodology that combined capacitive resistivity imaging (CRI), ERT and microseismic event 28 recording to monitor freeze-thaw of six blocks of hard and soft limestones under conditions 29 simulating an active layer above permafrost and seasonally frozen rock in a non-permafrost 30 environment. Our results demonstrate that the CRI method is highly sensitive to freeze-thaw 31 processes; it yields property information equivalent to that obtained with conventional ERT and 32 offers a viable route for non-galvanic long-term geoelectrical monitoring, extending the benefits 33 of the methodology to soft/hard rock environments. Contact impedances achieved with CRI are 34 less affected by seasonal temperature changes, the aggregate state of the pore water (liquid or 35 frozen), and the presence of low-porosity rock with high matrix resistivities than those achieved 36 with ERT. Microseismic monitoring has the advantage over acoustic emissions that events were 37 recorded in relevant field distances of meters to decameters from cracking events. For the first 38 time we recorded about 1000 microcracking events and clustered them in four groups according 39 to frequency and waveform. Compared to previous studies, mainly on ice-cracking in glaciers, 40 the groups are attributed to single- or multiple-stage cracking events such as crack coalescence

Closing the sea surface mixed layer temperature budget from in situ observations alone: Operation Advection during BoBBLE

Sea surface temperature (SST) is a fundamental driver of tropical weather systems such as monsoon rainfall and tropical cyclones. However, understanding of the factors that control SST variability is lacking, especially during the monsoons when in situ observations are sparse. Here we use a ground-breaking observational approach to determine the controls on the SST variability in the southern Bay of Bengal. We achieve this through the first full closure of the ocean mixed layer energy budget derived entirely from in situ observations during the Bay of Bengal Boundary Layer Experiment (BoBBLE). Locally measured horizontal advection and entrainment contribute more significantly than expected to SST evolution and thus oceanic variability during the observation period. These processes are poorly resolved by state-of-the-art climate models, which may contribute to poor representation of monsoon rainfall variability. The novel techniques presented here provide a blueprint for future observational experiments to quantify the mixed layer heat budget on longer time scales and to evaluate these processes in models

A model of diffuse Galactic Radio Emission from 10 MHz to 100 GHz

Understanding diffuse Galactic radio emission is interesting both in its own right and for minimizing foreground contamination of cosmological measurements. Cosmic Microwave Background experiments have focused on frequencies > 10 GHz, whereas 21 cm tomography of the high redshift universe will mainly focus on < 0.2 GHz, for which less is currently known about Galactic emission. Motivated by this, we present a global sky model derived from all publicly available total power large-area radio surveys, digitized with optical character recognition when necessary and compiled into a uniform format, as well as the new Villa Elisa data extending the 1.4 GHz map to the entire sky. We quantify statistical and systematic uncertainties in these surveys by comparing them with various global multi-frequency model fits. We find that a principal component based model with only three components can fit the 11 most accurate data sets (at 10, 22, 45 & 408 MHz and 1.4, 2.3, 23, 33, 41, 61, 94 GHz) to an accuracy around 1%-10% depending on frequency and sky region. Both our data compilation and our software returning a predicted all-sky map at any frequency from 10 MHz to 100 GHz are publicly available at http://space.mit.edu/home/angelica/gsm .Comment: Accuracy improved with 5-year WMAP data. Our data, software and new foreground-cleaned WMAP map are available at https://ascl.net/1011.01