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

The promoter -1031(T/C) polymorphism in tumor necrosis factor-alpha associated with polycystic ovary syndrome

<p>Abstract</p> <p>Background</p> <p>A <it>tumor necrosis factor-alpha </it>is a multifunctional pro-inflammation cytokine, which has been considered as one of pathogenic factors for various diseases. The promoter -1031(T/C) polymorphism in the <it>tumor necrosis factor-alpha </it>gene was reported that it plays a part in reproduction-related diseases. Among these, polycystic ovary syndrome (PCOS) is known to be a common gynecological disease of women in reproductive age women. Here, we performed a comparative study of -1031(T/C) polymorphism of <it>TNF-alpha </it>gene with PCOS in a Korean population.</p> <p>Methods</p> <p>The -1031(T/C) polymorphism of <it>TNF-alpha </it>gene was analyzed by polymerase chain reaction restriction fragment length polymorphism (PCR-RFLP) in a total of 217 PCOS patients and 144 matched female controls of healthy women. And statistical analysis was performed using HapAnalyzer. <it>X</it>²test and logistic regression were utilized analyze the association between two groups. A <it>p</it>-value under 0.05 was considered statistically significant.</p> <p>Results</p> <p>The genotype and allelic frequencies were in Hardy-Weinberg equilibrium (HWE). There was strong association between the -1031(T/C) polymorphism in the promoter region of <it>TNF-alpha </it>gene and PCOS (<it>p</it>-value = 0.0003, odd ratio (OR) = 2.53). In addition, the frequency of C allele was significantly higher in PCOS patients compared with controls. Sequence analyses also showed the -1031(T/C) polymorphism of <it>TNF-alpha </it>gene.</p> <p>Conclusion</p> <p>This is the first study on the -1031(T/C) polymorphism of <it>TNF-alpha </it>gene in PCOS. We concluded that the -1031(T/C) polymorphism of <it>TNF-alpha </it>gene is associated with PCOS in a Korean population. Therefore, it is possible that it may be considered as a clinical biomarker to diagnose for PCOS, and is helpful in understanding the etiology for the pathogenesis of PCOS.</p

On the Position Determination of Docking Station for AUVs Using Optical Sensor and Neural Network

Detecting the relative position of the docking station is a very important issue for the homing of AUVs (Autonomous Unmanned Vehicles). To detect the position of the light source, a pinhole camera model structure was proposed like the camera model. However, due to the sensor resolution and the distortion errors of the pinhole camera system, the application of the camera of docking the under turbid sea environments is almost impossible. In this paper, a new method detecting the position of the docking station using a light source is presented. Also, a newly developed optical sensor which makes it much easier to sense the light source than the camera system for homing of the AUV under the water is performed. In addition, to improve the system, a neural network (NN) algorithm constructing a model relating the light inputs and optical sensor which are developed in this study is proposed. To evaluate the performance of the NN algorithm, the experiments were performed in the air beforehand. The result shows that the NN algorithm with AUV docking system using the NN model is better than the pinhole camera model

Acute Cerebral Infarction Following Intravenous Glycoprotein IIb/IIIa Inhibitor for Acute Myocardial Infarction

Stroke is a rare but serious complication of acute myocardial infarction (AMI). Currently, glycoprotein (GP) IIb/IIIa inhibitor is used in clinical practice for acute coronary syndromes and percutaneous coronary interventions (PCIs). The incidence of stroke in patients receiving GP IIb/IIIa inhibitor during PCIs is very low. We report the case of a 47-year-old man who presented with AMI and suffered an acute cerebral infarction after infusion of a GP IIb/IIIa inhibitor following primary PCI

Multiplex Analysis of Cytokines in the Serum and Cerebrospinal Fluid of Patients With Alzheimer's Disease by Color-Coded Bead Technology

Background and purpose: The availability and promise of effective treatments for neurodegenerative disorders are increasing the importance of early diagnosis. Having molecular and biochemical markers of Alzheimer’s disease (AD) would complement clinical approaches, and further the goals of early and accurate diagnosis. Combining multiple biomarkers in evaluations significantly increases the sensitivity and specificity of the biochemical tests. Methods: In this study, we used color-coded bead-based Luminex technology to test the potential of using chemokines and cytokines as biochemical markers of AD. We measured the levels of 22 chemokines and cytokines in the serum and cerebrospinal fluid (CSF) of 32 de novo patients (13 controls, 11 AD, and 8 Parkinson’s disease [PD]). Results: MCP-1 was the only cytokine detectable in CSF, and its levels did not differ between control and disease groups. However, the serum concentration of eotaxin was significantly higher in AD patients than in the control group. Conclusions: The analysis of multiple inflammatory mediators revealed marginal differences in their CSF and serum concentrations for the differential diagnosis of AD and PD. These results provide evidence that immunologica

Development of IoT-Based Sensor Tag for Smart Factory

To reduce the rate of defective products and ensure the health of employees, it has become increasingly necessary to improve air quality in factories. To do so, it is important to accurately determine the air quality in the factory first. However, currently available industry-grade sensors require complex and often separate construction processes, making them difficult to use in complicated industrial sites. In order to solve such an issue, this study developed an IoT-based sensor that can collect data such as factory temperature, humidity, CO2 levels, dust, and stench. This study has also developed software to manage the IoT-based sensors, which can transmit the data via RF communication. Sensor tags were tested for basic environmental durability, including waterproof, dustproof, and vibration standards. The sensors can be connected via USB to a computer to configure its settings and access the stored data within the sensors. Unlike other existing environmental sensors, these can be easily installed anywhere as they transmit data via wireless communication. These sensors can also be installed in the factory to check the factory’s internal pollution level in real time. The application of this sensor will enable the real-time monitoring of air pollution in factories. By locating the polluted areas accurately, it will be possible to exercise distributed control over ventilation devices to prevent further spread of pollutants, while also pushing out the polluted air to maintain an optimal working environment. Future studies should develop a simulation model for determining the ideal installation location for the sensors. There also needs to be further studies in developing a distributed-controlled air-conditioning system to run empirical tests

Immunogenicity and Safety of Diphtheria-tetanus Vaccine in Adults

This study was conducted to evaluate the immunogenicity and safety of diphtheria-tetanus (Td) vaccine in adults over 40 yr old who had never received a diphtheria-tetanus-pertussis (DTP) vaccination. A total of 242 subject completed three-doses of Td vaccination and subsequent assays for immunogenicity. Before vaccination, 33.9% and 96.7% participants showed antibody levels of diphtheria and tetanus, respectively, which were below protective level (<0.1 U/mL). After the first dose of Td vaccine, 92.6% and 77.6% of subjects gained protective antibody concentrations (≥0.1 U/mL) for diphtheria and tetanus, with an increase to 99.6% and 100% after the third dose. Local and systemic adverse events occurred in 37.9% and 15.5% of the subjects. No serious adverse event requiring an unscheduled hospital visit occurred. In conclusion, three-doses of Td vaccination to unimmunized adults are safe and effective in inducing protective immunity against diphtheria and tetanus

Perinatal Outcome in Twin Pregnancies Complicated by Gestational Diabetes Mellitus: A Comparative Study

The purpose of this study is to compare perinatal outcomes of twin pregnancies complicated by gestational diabetes (GDM) with those unaffected by GDM. A total of 1,154 twin pregnancies who delivered at Cheil General Hospital, between January 1998 and December 2002 were recruited to participate in a retrospective analysis. Out of these twin pregnancies, 37 women were had GDM. Four pregnancies exposed to GDM were excluded due to the loss of medical records; therefore 33 twin pregnancies exposed to GDM were enrolled. We matched the GDM pregnancies with pregnancies unaffected by GDM in a 1:2 ratio; therefore there were 33 GDM/66 without GDM who delivered during the study period. Our findings show that there were no significant differences including birth weight, Apgar score, respiratory distress syndrome, meconium aspiration pneumonia, transient tachypnea of new born, hyperbilirubinemia, hypoglycemia, hypocalcemia and congenital anomalies. Therefore, well controlled GDM may not increase perinatal complications in twin pregnancies. Careful pregnancy management and fetal surveillance in twin pregnancies is important to decrease perinatal complications and maintain a sound pregnancy and healthy offspring

The Relation of Menarcheal Age to Anthropometric Profiles in Korean Girls

The aim of this study was to represent the trend of early menarche and to assess the association of age at menarche with anthropometric profiles of Korean children and adolescents. A cross sectional survey was conducted with 13,371 girls aged 10 to 18 yr, recruited nationwide from April, 2005 to March, 2006. Height, weight and waist circumference of the subjects were measured; and the subjects self-reported their ages at menarche. We found that the menarcheal girls were taller (P<0.05 for the girls between 10 and 14 yr) and heavier (P<0.05 for the girls between 10 and 18 yr) than non-menarcheal ones. Menarcheal girls also showed higher body mass index (BMI), and greater waist circumference than non-menarcheal ones. Significant differences were represented according to the age at menarche in terms of BMI, waist circumference, % body fat mass, waist hip ratio and neck circumference as well as height and weight (P<0.05). In conclusion, girls who matured early were taller and heavier in early adolescence than those who matured later