Series LLCs: What Happens When One Series Fails? Key Considerations and Issues

Entity choice law is constantly evolving and innovating. The series LLC form is one such example. Although the form provides governance and operational flexibility and efficiencies, the law governing the form is still developing. As such, uncertainties linger, particularly in the context of a financially distressed or insolvent series. This article explores many of the issues that arise when a master LLC or one of its series experiences financial distress and contemplates a bankruptcy filing. It also identifies strategies for parties to potentially mitigate certain of these issues in the planning stage. The article concludes by suggesting parties using the series LLC form consider its overall impact on the business plan and objectives, including potential negative consequences on the rights and remedies of owners and certain creditors and on the cost of capital

Activist Investors, Distressed Companies, and Value Uncertainty

Hedge funds, private equity firms, and other alternative investment funds are frequently key players in corporate restructurings. Most commentators agree that the presence of a fund can change the dynamics of a chapter 11 case. They cannot agree, however, on the impact of this change—i.e., do funds create or destroy enterprise value? This essay contributes to the dialogue by analyzing data from chapter 11 cases in which funds are in a position to influence the debtor’s exit strategy. The data shed light on what such funds might achieve in chapter 11 cases and the potential implications for debtors and their other stakeholders. Although additional research is needed, the preliminary data suggest that the value of fund participation in chapter 11 cases likely depends on whom you ask and where they sit in the particular debtor’s capital structure

Is salinity an obstacle for biological invasions?

Invasions of freshwater habitats by marine and brackish species have become more frequent in recent years with many of those species originating from the Ponto-Caspian region. Populations of Ponto-Caspian species have successfully established in the North and Baltic Seas and their adjoining rivers, as well as in the Great Lakes-St. Lawrence River region. To determine if Ponto-Caspian taxa more readily acclimatize to and colonize diverse salinity habitats than taxa from other regions, we conducted laboratory experiments on 22 populations of eight gammarid species native to the Ponto-Caspian, Northern European and Great Lakes-St. Lawrence River regions. In addition, we conducted a literature search to survey salinity ranges of these species worldwide. Finally, to explore evolutionary relationships among examined species and their populations, we sequenced the mitochondrial cytochrome c oxidase subunit I gene (COI) from individuals used for our experiments. Our study revealed that all tested populations tolerate wide ranges of salinity, however, different patterns arose among species from different regions. Ponto-Caspian taxa showed lower mortality in fresh water, while Northern European taxa showed lower mortality in fully marine conditions. Genetic analyses showed evolutionary divergence among species from different regions. Due to the geological history of the two regions, as well as high tolerance of Ponto-Caspian species to fresh water, whereas Northern European species are more tolerant of fully marine conditions, we suggest that species originating from the Ponto-Caspian and Northern European regions may be adapted to freshwater and marine environments, respectively. Consequently, the perception that Ponto-Caspian species are more successful colonizers might be biased by the fact that areas with highest introduction frequency of NIS (i.e., shipping ports) are environmentally variable habitats which often include freshwater conditions that cannot be tolerated by euryhaline taxa of marine origin

What's love got to do with it? A constructive theology of love as the primary image of the trinitarian life in conversation with Thomas Aquinas and Hans Urs von Balthasar

This thesis is a constructive theology of retrieval in which I develop a metaphysical account of the trinitarian life in se as the eternally plerotic movement of mutually kenotic love. First, I turn to the trinitarian theology of Thomas Aquinas’s Summa Theologiae to argue that his attribution of a concept of substantial unity derived from individually hypostatized rational natures to the divine essence prevents a priori true and reciprocal relationality between the divine persons, especially in relation to the act of love. Turning next to his anthropology, I argue that love (amor) is ontologically correlative to and convertible with esse. This creates the possibility of the ecstatic relationality of love within the divine life, such that the unio substantialis identified in God may also admit of a unio realis evocative of Thomas’s concept of amicitia. The trinitarian theology of Hans Urs von Balthasar is then explored, focusing particularly on the nature of the kenosis of Father and Son and the causa finalis of the Spirit, which he adapts from Ferdinand Ulrich. While kenosis remains as the heart of this vision of divine love, the kenotic love of the Father and Son surges forth in the infinite freedom of the Spirit who manifests the plerotic fulfilment of mutual kenotic love. Finally, the dichotomies of essence/person and common/particular explored with Thomas and von Balthasar are reconciled through the categories of Hemmerle’s trinitarian ontology, specifically focusing on the unique role of the Spirit. Understood in its trinitarian fulness, I argue that the act of divine love can be characterized as amicitia, in which the essential unio substantialis and personal unio realis coincide in the relational simplicity of the one absolute life of Father, Son, and Holy Spirit. I end the thesis by suggesting its implications for the relation between God and creation and the relations within creation itself

Range Limits, Range Shifts, and Lower Thermal Tolerance in the Tropical Barnacle Megabalanus coccopoma

Climate change and species introductions are leading to shifts in marine species\u27 geographic distributions. However, few studies have examined range limits and range shifts in tropical marine species. The barnacle Megabalanus coccopoma is native to shorelines from Baja California to Peru and has been introduced to a number of locations worldwide including the Atlantic US SE coast, where its current introduced range extends from Ft. Pierce, FL to Cape Hatteras, NC with seasonal populations as far north as Kitty Hawk, NC. In order to understand the potential poleward range limit of M. coccopoma in the US SE under modern day climate regimes, the larval and adult lower thermal tolerances were examined and larval energy budgets were used to estimate the potential extent of larval dispersal. The distribution of M. coccopoma was then surveyed within the Atlantic US SE during the summers of 2010, 2011, and 2012. Changes in the range documented during these surveys were used to test the predictive accuracy of the species distribution model MaxEnt using data from the global range, the native range and the Atlantic US SE range. In contrast to work done with temperate species, which suggests larval thermal tolerances often set range limits, adult thermal tolerances corresponded most closely to current range limits. Larval energetic reserves may limit the extent of the seasonal range. Surveys revealed that, following the cold winter months of 2010, the range of M. coccopoma retracted down to northern Florida, rapidly re-expanded during 2011 and was re-established in its previous range by the summer of 2012. This range re-expansion is the fastest documented for any marine invertebrate and is one of the few documented for any tropical marine organism. When MaxEnt was used to predict the range retraction and range limits of M. coccopoma, only the MaxEnt model trained on the US SE data was able to accurately predict both the range retraction and range limits prior to the range retraction. Consideration of the range limiting mechanism(s) and spatial variation in the mechanism(s) is fundamentally important in accurately predicting range limits and even more so in predicting range shifts. In many marine species, and particularly in tropical species, lower limits to functionality and cumulative chill damage are likely the mechanisms responsible for setting poleward range limits at above freezing temperatures. Limited selection in tropical marine species for the ability to acclimate to cold temperatures may result in more ephemeral range expansions when compared to temperate species when both are moving poleward

Collaboration, Information Literacy, and Troublesome Knowledge: Threshold Concepts in the Real World

Librarians across the country are talking about the new ACRL Framework for Information Literacy for Higher Education and its use of threshold concepts. Jan Meyer and Ray Land (2003) introduced the idea of threshold concepts, defining them as “troublesome knowledge.” Since then, many disciplines have come to embrace this model of thinking about how learners progress through a particular knowledge landscape. Lori Townsend, Amy Hofer, and Korey Brunetti (2012) proposed seven threshold concepts for information literacy, five of which have been integrated into the new Framework. Indeed, Hofer, Brunetti, and Townsend (2013) argue that threshold concepts provide an approach to information literacy that will enhance collaborations, teaching, and learning. But how does this theory translate into practice? This paper provides a real-world example of how information literacy threshold concepts can strengthen faculty-librarian collaborations and promote better teaching and learning practices. The authors, an English instructor and a librarian, will discuss their collaboration, using threshold concepts as a structure for the discussion. The presentation will detail the design of the research assignment and instructional content for learning objectives associated with the following information literacy threshold concepts: Good searches use database structure Format is a process Authority is constructed and contextual “Primary source” is an exact and conditional category Research solves problems By the end of the presentation, participants will be able to apply threshold concepts to their own instructional design and will be able to identify on-campus collaborators for using threshold concepts to enhance student learning and understanding