The unavoidable persistence of forum shopping in the Insolvency Regulation

One of the goals of the EU Insolvency Regulation, confirmed by recent reform proposals developed by the European Parliament and the Commission, is to limit forum shopping. The real world, however, looks quite different, as insolvency forum shopping is increasingly common in the EU. As is well known, pursuant to the Insolvency Regulation the Member State of a debtor\u2019s centre of main interests (\u201cCOMI\u201d) is competent to govern its main insolvency proceeding with universal effects; additionally, companies\u2019 COMI is presumed to coincide with their registered office, unless the contrary is proven. Pursuant to ECJ case law, the reference date to assess the insolvency competence is the date of the filing, with the consequence that, if a company relocates its registered office abroad before filing for insolvency, the new jurisdiction becomes competent to govern its insolvency, unless creditors prove that the COMI is still in the original State. However, the presumption that the COMI coincides with the registered office can not be rebutted if a company actually relocates its headquarter alongside its registered office in a way ascertainable by third parties. Creditors\u2019 protection against opportunistic forum shopping, therefore, relies only upon the criterion that a company\u2019s COMI must be ascertainable by third parties. This criterion, however, as applied by Member States\u2019 case law and the ECJ, does not take into account the viewpoint of pre-existing creditors: If a company relocates headquarter alongside its registered office and makes this transfer public and \u201cascertainable\u201d for future potential creditors, no evidence whatsoever can be provided that its COMI is still in the State of origin. Forum shopping, therefore, has become an unavoidable component of EU insolvency law

Exclusion of US-holders in cross-border takeover bids and the principle of equality in tender offers

To avoid the cumulative application of takeover regulation of more jurisdictions, it is common practice to exclude from the offer shareholders resident in countries adopting extraterritorial conflict rules. Among such countries, the most significant case is that of US securities regulation: according to US case-law, in order to avoid the application of US takeover regulation and anti-fraud provisions, bidders should completely exclude any publicity of the offer in the US or to US resident and consider acceptances from US residents as void. However, such restrictions could be at odds with the principle of equal treatments of target’s shareholders, provided for by the EU Takeover Directive. In the paper, I argue that only restrictions to dissemination could be reconciled with the equality principle. On the contrary, restrictions to acceptance represent a clear violation of such principle, which can be admitted only if the cumulative application of US law would make the offer unfeasible

Probing the MSP prenatal stage: the optical identification of the X-ray burster EXO 1745-248 in Terzan 5

We report on the optical identification of the neutron star burster EXO 1745-248 in Terzan 5. The identification was performed by exploiting HST/ACS images acquired in Director's Discretionary Time shortly after (approximately 1 month) the Swift detection of the X-ray burst. The comparison between these images and previous archival data revealed the presence of a star that currently brightened by ~3 magnitudes, consistent with expectations during an X-ray outburst. The centroid of this object well agrees with the position, in the archival images, of a star located in the Turn-Off/Sub Giant Branch region of Terzan 5. This supports the scenario that the companion should has recently filled its Roche Lobe. Such a system represents the pre-natal stage of a millisecond pulsar, an evolutionary phase during which heavy mass accretion on the compact object occurs, thus producing X-ray outbursts and re-accelerating the neutron star.Comment: ApJ Letter, in pres

The Terzan 5 puzzle: discovery of a third, metal-poor component

We report on the discovery of 3 metal-poor giant stars in Terzan 5, a complex stellar system in the the Galactic bulge, known to have two populations at [Fe/H]=-0.25 and +0.3. For these 3 stars we present new echelle spectra obtained with NIRSPEC at Keck II, which confirm their radial velocity membership and provide average [Fe/H]=-0.79 dex iron abundance and [alpha/Fe]=+0.36 dex enhancement. This new population extends the metallicity range of Terzan~5 0.5 dex more metal poor, and it has properties consistent with having formed from a gas polluted by core collapse supernovae.Comment: Accepted for publication on ApJ Lette

Blue straggler masses from pulsation properties. II. Topology of the Instability Strip

We present a new set of nonlinear, convective radial pulsation models for main sequence stars computed assuming three metallicities: Z=0.0001, 0.001 and 0.008. These chemical compositions bracket the metallicity of stellar systems hosting SX Phoenicis stars (SXPs or pulsating Blue Stragglers), namely Galactic globular clusters and nearby dwarf spheroidals. Stellar masses and luminosities of the pulsation models are based on alpha--enhanced evolutionary tracks from the BASTI website. We are able to define the topology of the instability strip (IS), and in turn the pulsation relations for the first four pulsation modes. We found that third overtones approach a stable nonlinear limit cycle. Predicted and empirical IS agree quite well in the case of 49 SXPs belonging to omega Cen. We used theoretical Period-Luminosity relations in B,V bands to identify their pulsation mode. We assumed Z=0.001 and Z=0.008 as mean metallicities of SXPs in omega Cen. We found respectively 13-15 fundamental, 22-6 first and 9-4 second overtone modes. Five are unstable in the third overtone mode only for Z=0.001. Using the above mode identification and applying the proper mass-dependent Period-Luminosity relations we found masses ranging from ~1.0 to 1.2 Mo (=1.12, sigma=0.04 Mo) and from ~1.2 to 1.5 Mo (=1.33, sigma=0.03 Mo) for Z=0.001 and 0.008 respectively. Our investigation supports the use of evolutionary tracks to estimate of SXP masses. We will extend our analysis to higher Helium content that may have an impact in our understanding of the BSS formation scenario.Comment: 14 pages, 5 figures, 7 tables, ApJ accepte

First evidence of fully spatially mixed first and second generations in globular clusters: the case of NGC 6362

We present the first evidence of multiple populations in the Galactic globular cluster NGC 6362. We used optical and near-UV Hubble Space Telescope and ground based photometry, finding that both the sub giant and red giant branches are split in two parallel sequences in all color magnitude diagrams where the F336W filter (or U band) is used. This cluster is one of the least massive globulars (M_tot~5x10^4 M_sun) where multiple populations have been detected so far. Even more interestingly and at odds with any previous finding, we observe that the two identified populations share the same radial distribution all over the cluster extension. NGC 6362 is the first system where stars from different populations are found to be completely spatially mixed. Based on N-body and hydrodynamical simulations of multiple stellar generations, we argue that, to reproduce these findings, NGC 6362 should have lost up to the 80% of its original massComment: Accepted for publication by ApJ Letters; 6 pages, 5 figure

Making the Case for a Rome V Regulation on the Law Applicable to Companies

There is significant legal variation and uncertainty in the conflict of laws rules applicable to companies in the EU. While the case law of the Court of Justice on the freedom of establishment has clarified some questions, it is evident that case law cannot provide for an adequate level of legal certainty. The main recommendation of this article is that private international company law in the EU should be harmonized. The article discusses the main challenges that a future regulation to this effect—called here ‘Rome V Regulation on the Law Applicable to Companies’—would have to overcome. Some of those are of a political nature: for instance, countries may fear that it may become easier for companies to evade domestic company law (eg, rules of employee co-determination), and there are specific considerations that concern companies established in third countries. Another challenge is that a future regulation on the law applicable to companies has to be consistent with existing EU conflict of laws rules as regards, for example, insolvency and tort law, while also complying with the freedom of establishment of the Treaty. It is the aim of this article to discuss these questions in detail, notably the general considerations for harmonisation in this field, a potential harmonization based on the ‘incorporation theory’, how it may be possible to overcome some contentious issues such as the definition of the lex societatis or the relationship between the lex societatis and other areas of law, and the prospects for future international harmonization

Comparative germination ecology of two endemic Rhaponticum species (Asteraceae) in different climatic zones of the Ligurian and Maritime Alps (Piedmont, Italy)

Comparative studies of seed germination of closely related taxa can help increase our understanding of the ecological limitations of cold-adapted plants and forecast how they might respond to global warming. No studies exist on the relationship between thermoclimatic belts that classify mountain life zones according to bioclimatic criteria and the germination strategy of alpine plants. The aim of this study was to assess this relationship using two closely related species growing in different thermotypes and to test whether their germination responses were related to the climate at natural sites. Fresh Rhaponticum bicknellii and R. scariosum seeds were cold stratified for 0, 30, 60 and 90 days and tested for germination at 10, 15 and 20 °C. At the same time, seed burial experiments were run in the field and in the plant nursery. A GLM analysis showed that the length of cold stratification affected significantly only the germination of R. bicknellii seeds, while increasing temperatures prompted germination in both species. We found that R. bicknellii adopts a drought-avoiding germination strategy, while R. scariosum germination is favoured by warm temperatures. Our findings support the general view that alpine plants do not share common germination requirements and that any conclusions should be interpreted from a biogeographical and bioclimatic perspective. Therefore, seed germination and seedling establishment of endemic alpine species can also be predicted by looking at the bioclimate of the species’ range