Business judgment rule in theory and Slovenian practice and associated liability for damages of management

To magistrsko diplomsko delo se ukvarja s predstavitvijo instituta pravila poslovne presoje oz. angleško »business judgment rule«. Gre za institut, ki izhaja iz Združenih držav Amerike in govori o tem, kdaj so člani poslovodstva (tudi nadzornih svetov) odgovorni za nastalo škodo zaradi svojega ravnanja v okviru izvajanja svoje funkcije. S tem institutom je močno povezana odškodninska odgovornost poslovodstva, saj pravilo poslovne presoje, če so podani določeni pogoji oz. izpolnjene domneve, ščiti poslovodstvo pred njihovo odgovornostjo. Tako v osnovi ne gre za standard odgovornosti, temveč dejansko za način, kako se poslovodstvo razbremeni odgovornosti. V prvem delu sledi najprej predstavitev pravila poslovne presoje, njegov izvor ter ameriško gledanje nanj, vključno z najpomembnejšo sodno prakso. V drugem delu je prikazana slovenska ureditev odškodninske odgovornosti poslovodstva in predvsem sedanji 263. člen ZGD-1 po odstavkih, kot tudi predlagana, a ne v celoti sprejeta novela tega zakona, na koncu pa še pregled nemške in hrvaške ureditve odškodninske odgovornosti poslovodstva. V tem delu je prikazano tudi uveljavljanje odškodninskih zahtevkov v praksi glede na obstoječo zakonodajo, kar pa je natančneje predstavljeno v zadnjem delu, kjer sledi analiza najpomembnejših slovenskih sodnih odločb, ki se ukvarjajo s pravilom poslovne presoje in s tem povezano odškodninsko odgovornostjo poslovodstva. Tu so na določenih mestih podane tudi kritike glede uporabe instituta pri nas, predvsem z vidika ameriškega razvoja in (nepravilnega) prenosa instituta v slovensko pravno okolje.This master\u27s thesis deals with presenting the construct of the business judgment rule. This doctrine derives from the United States case-law and deals with the management\u27s (including supervisory boards) responsibility for the damage occurred by their actions in the context of exercising their functions. This doctrine is closely linked with the civil liability of management, as the business judgment rule moreover shields them from this liability, insofar as the set conditions (or presumptions) are fulfilled. Therefore, it really isn\u27t a standard of liability, merely a way in which the management can relieve itself of liability. In the first section, there is a presentation of the business judgment rule, its origins and the American approach to it, including the most important case-law, from which it derives. The second section deals with Slovenian regulation of management\u27s civil liability, particularly with the current Article 263 of ZGD-1 and its paragraphs, as well as with the proposed, but not fully adopted amendment to this Act and ultimately the review of the German and Croatian civil liability regulations of management. This section deals also with applications of damage claims in practice, which is further presented in the last section, where there is an analysis of the most important Slovenian court rulings, dealing with the business judgment rule and related civil liability. In this section there are also some critics about the use of this doctrine in Slovenia, especially in terms of the American development and (incorrect) transfer of the institute into the Slovenian legal environment

Subcutaneous Adipose Tissue Topography in Long-Term Enterally Fed Children and Healthy Controls

In the context of enteral feeding in children the influence on growth and the question of fat resorption is of great interest. We, therefore, measured the thickness of subcutaneous body fat in a sample of long-term enterally fed toddlers and healthy controls. In 33 long-term enterally fed toddlers (10 girls, 23 boys) and 275 healthy controls (128 girls, 147 boys) subcutaneous body fat was measured by means of the optical device Lipometer. All participants were divided into three age groups (infants, toddlers, children). The height (p=0.014, -11.7 cm, -12.5%) and weight (p=0.012, -3.0 kg, -21.9%) of long-term enterally fed female toddlers were significantly lower than healthy controls, while male enterally fed toddlers had lower values in all anthropometric measures compared to healthy controls: height (p=0.003, -8.0 cm, -8.4%), weight (p<0.001, -3.5 kg, -24.8%), BMI (p=0.004, -1.3 BMI), Z-score BMI (p=0.001, -1.2 Z-score BMI), upper arm circumference (p<0.001, -1.6 cm, -10.1%) and waist circumference (p<0.001, -6.2 cm, -12.5%). Tube fed toddlers showed a similar body fat distribution when compared to healthy controls, but demonstrated significantly lower values of anthropometric measurements. The results indicate that long-term enterally fed children have ample fat stores but lack physical development

Caliper vs. Lipometer - comparing two methods of subcutaneous body fat measurement by Bland-Altman diagrams

Skinfold Calipers are widely used to obtain subcutaneous adipose tissue thickness because of its non-invasive, simple and inexpensive technique. Nevertheless, Caliper skinfold thicknesses have the disadvantage of measuring compressed adipose tissue and double layers of skin, which might reduce the precision of these results. In contrast, the computerized optical device Lipometer was developed to permit a quick, precise and non-invasive determination of non-compressed mono layers of subcutaneous adipose tissue thickness. In the present paper we investigate the hypothesis that Caliper skinfold thicknesses are significantly different from subcutaneous adipose tissue thicknesses in mm, which can be measured by Lipometer. Caliper and Lipometer results were obtained from 371 Estonian boys aged between 9.0 and 12.8 years. Measurements were performed at six different body sites: triceps, biceps, upper back, upper abdomen, hip and front thigh. Caliper measurements were systematically higher than Lipometer results in a range between 1.2 mm (hip) and 11.08 mm (front thigh). Comparing Caliper and Lipometer results very low measurement agreement was found. The two methods provided very poor interchangeability

Cultivation and Immortalization of Human B-Cells Producing a Human Monoclonal IgM Antibody Binding to MDA-LDL: Further Evidence for Formation of Atherogenic MDA-LDL Adducts in Humans In Vivo

Oxidatively modified low-density lipoprotein (oLDL) is firmly believed to play an important role in the initiation and development of atherosclerosis, and malonic dialdehyde (MDA) is one of the major lipid peroxidation breakdown products involved in this process. In recent decades, antibodies against MDA-LDL have been detected in human and animal sera. In our study, human B-cells from the peripheral blood of a healthy female donor were fused with the SP2/0 mouse myeloma cell line. Antibody-producing hybridomas were detected by MDA-LDL-IgG/IgM enzyme-linked immunosorbent assays (ELISA) and Cu++-oxidized LDL IgG/IgM (oLAb) ELISA. Cells with supernatants emitting positive signals for antibodies were then cloned and after sufficient multiplication frozen and stored under liquid nitrogen. Due to the loss of antibody-producing ability, we established an MDA-LDL-IgM-producing cell line by recloning. This allowed isolation and immortalization of several human B-cells. The human donor had not been immunized with MDA-modified proteins, thus obviously producing MDA-LDL antibodies in vivo. Furthermore, using these antibodies for in vitro experiments, we were able to demonstrate that MDA epitopes are among the epitopes generated during Cu++-LDL oxidation as well. Finally, these antibodies compete in ELISA and cell culture experiments with MDA as a challenging toxin or ligand

Estimating DXA Total Body Fat Percentage by Lipometer Subcutaneous Adipose Tissue Thicknesses

DXA is an accepted reference method to estimate body composition. However several difficulties in the applicability exist. The equipment is rather expensive, not portable, impractical for measurement of big study populations and it provides a minimal amount of ionizing radiation exposure. The optical device Lipometer (EU Pat.No. 0516251) provides non-invasive, quick, precise and safe measurements of subcutaneous adipose tissue (SAT) layer thicknesses at any site of the human body. Compared to DXA there are some advantages in the Lipometer approach, because this device is portable, quick, not expensive and no radiation is involved. To use these advantages in the field of total body fat% (TBF%) assessment, an acceptable estimation of DXA TBF% by Lipometer SAT thicknesses is necessary, which was the aim of this study. Height, weight, waist and hip circumferences, DXA TBF% and Lipometer SAT thicknesses at fifteen defined body sites were measured in 28 healthy men (age: 33.9 ± 16.6 years) and 52 healthy women (age: 40.1 ± 10.7 years). To estimate Lipometer TBF% stepwise multiple regression analysis was applied, using DXA TBF% as dependent variable. Using the fifteen Lipometer SAT thicknesses together with age, height, weight and BMI as independent variables provided the best estimations of Lipometer TBF% for both genders with strong correlations to DXA TBF% (R=0.985 for males and R=0.953 for females). The limits of agreement were –2.48% to +2.48% for males and –4.28% to +4.28% for females. For both genders we received a bias of 0.00%. The results of this paper extend the abilities of the Lipometer by a precise estimation of TBF% using DXA as »golden standard«

CD39 abrogates platelet-derived factors induced IL-1β expression in the human placenta

Tissue insults in response to inflammation, hypoxia and ischemia are accompanied by the release of ATP into the extracellular space. There, ATP modulates several pathological processes, including chemotaxis, inflammasome induction and platelet activation. ATP hydrolysis is significantly enhanced in human pregnancy, suggesting that increased conversion of extracellular ATP is an important anti-inflammatory process in preventing exaggerated inflammation, platelet activation and hemostasis in gestation. Extracellular ATP is converted into AMP, and subsequently into adenosine by the two major nucleotide-metabolizing enzymes CD39 and CD73. Here, we aimed to elucidate developmental changes of placental CD39 and CD73 over gestation, compared their expression in placental tissue from patients with preeclampsia and healthy controls, and analyzed their regulation in response to platelet-derived factors and different oxygen conditions in placental explants as well as the trophoblast cell line BeWo. Linear regression analysis showed a significant increase in placental CD39 expression, while at the same time CD73 levels declined at term of pregnancy. Neither maternal smoking during first trimester, fetal sex, maternal age, nor maternal BMI revealed any effects on placental CD39 and CD73 expression. Immunohistochemistry detected both, CD39 and CD73, predominantly in the syncytiotrophoblast layer. Placental CD39 and CD73 expression were significantly increased in pregnancies complicated with preeclampsia, when compared to controls. Cultivation of placental explants under different oxygen conditions had no effect on the ectonucleotidases, whereas presence of platelet releasate from pregnant women led to deregulated CD39 expression. Overexpression of recombinant human CD39 in BeWo cells decreased extracellular ATP levels after culture in presence of platelet-derived factors. Moreover, platelet-derived factors-induced upregulation of the pro-inflammatory cytokine, interleukin-1β, was abolished by CD39 overexpression. Our study shows that placental CD39 is upregulated in preeclampsia, suggesting an increasing demand for extracellular ATP hydrolysis at the utero-placental interface. Increased placental CD39 in response to platelet-derived factors may lead to enhanced conversion of extracellular ATP levels, which in turn could represent an important anti-coagulant defense mechanism of the placenta