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

Another brick in understanding chemical and kinematical properties of BSSs: NGC 6752

We used high-resolution spectra acquired with the multifiber facility FLAMES at the Very Large Telescope of the European Southern Observatory to investigate the chemical and kinematical properties of a sample of 22 Blue Straggler Stars (BSSs) and 26 red giant branch stars in the nearby globular cluster NGC 6752. We measured radial and rotational velocities and Fe, O and C abundances. According to radial velocities, metallicity and proper motions we identified 18 BSSs as likely cluster members. We found that all the BSSs rotate slowly (less than 40 km/s), similar to the findings in 47 Tucanae, NGC 6397 and M30. The Fe abundance analysis reveals the presence of 3 BSSs affected by radiative levitation (showing [Fe/H] significantly higher than that measured in "normal" cluster stars), confirming that element transport mechanisms occur in the photosphere of BSSs hotter than 8000 K. Finally, BSS C and O abundances are consistent with those measured in dwarf stars. No C and O depletion ascribable to mass transfer processes has been found on the atmospheres of the studied BSSs (at odds with previous results for 47 Tucanae and M30), suggesting the collisional origin for BSSs in NGC 6752 or that the CO-depletion is a transient phenomenon.Comment: ApJ accepte

The origin of the spurious iron spread in the globular cluster NGC 3201

NGC 3201 is a globular cluster suspected to have an intrinsic spread in the iron content. We re-analysed a sample of 21 cluster stars observed with UVES-FLAMES at the Very Large Telescope and for which Simmerer et al. found a 0.4 dex wide [Fe/H] distribution with a metal-poor tail. We confirmed that when spectroscopic gravities are adopted, the derived [Fe/H] distribution spans ~0.4 dex. On the other hand, when photometric gravities are used, the metallicity distribution from Fe I lines remains large, while that derived from Fe II lines is narrow and compatible with no iron spread. We demonstrate that the metal-poor component claimed by Simmerer et al. is composed by asymptotic giant branch stars that could be affected by non local thermodynamical equilibrium effects driven by iron overionization. This leads to a decrease of the Fe I abundance, while leaving the Fe II abundance unaltered. A similar finding has been already found in asymptotic giant branch stars of the globular clusters M5 and 47 Tucanae. We conclude that NGC 3201 is a normal cluster, with no evidence of intrinsic iron spread.Comment: Accepted for publication by ApJ, 7 pages, 4 figure

No evidence of chemical anomalies in the bimodal turnoff cluster NGC 1806 in the LMC

We have studied the chemical composition of NGC 1806, a massive, intermediate-age globular cluster that shows a double main sequence turnoff. We analyzed a sample of high-resolution spectra (secured with FLAMES at the Very Large Telescope) for 8 giant stars, members of the cluster, finding an average iron content of [Fe/H]=--0.60 +- 0.01 dex and no evidence of intrinsic star-to-star variations in the abundances of light elements (Na, O, Mg, Al). Also, the (m_(F814W); m_(F336W)-m_(F814W)) color-magnitude diagram obtained by combining optical and near-UV Hubble Space Telescope photometry exhibits a narrow red giant branch, thus ruling out intrinsic variations of C and N abundances in the cluster. These findings demonstrate that NGC 1806 does not harbor chemically distinct sub-populations, at variance with what was found in old globular clusters. In turn, this indicates that the double main sequence turnoff phenomenon cannot be explained in the context of the self-enrichment processes usually invoked to explain the chemical anomalies observed in old globulars. Other solutions (i.e., stellar rotation, merging between clusters or collisions with giant molecular clouds) should be envisaged to explain this class of globulars.Comment: Accepted for publication by ApJ Letters; 15 pages, 4 figures, 1 tabl

FLAMES and XSHOOTER spectroscopy along the two BSS sequences of M30

We present spectroscopic observations acquired with FLAMES and XSHOOTER at the Very Large Telescope for a sample of 15 Blue Straggler Stars (BSSs) in the globular cluster (GC) M30. The targets have been selected to sample the two BSS sequences discovered, with 7 BSSs along the blue sequence and 8 along the red one. No difference in the kinematical properties of the two groups of BSSs has been found. In particular, almost all the observed BSSs have projected rotational velocity lower than ~30 km/s, with only one (blue) fast rotating BSS (>90 km/s), identified as a W UMa binary. This rotational velocity distribution is similar to those obtained in 47 Tucanae and NGC 6397, while M4 remains the only GC studied so far harboring a large fraction of fast rotating BSSs. All stars hotter than ~7800 K (regardless of the parent BSS sequence) show iron abundances larger than those measured from normal cluster stars, with a clearcut trend with the effective temperature. This behaviour suggests that particle trasport mechanisms driven by radiative levitation occur in the photosphere of these stars, as already observed for the BSSs in NGC 6397. Finally, 4 BSSs belonging to the red sequence (not affected by radiative levitation) show a strong depletion of [O/Fe], with respect to the abundance measured in Red Giant Branch and Horizontal Branch stars. This O-depletion is compatible with the chemical signature expected in BSSs formed by mass transfer processes in binary systems, in agreement with the mechanism proposed for the formation of BSSs in the red sequence.Comment: Accepted for publication in Ap

Multiple populations in the old and massive Small Magellanic Cloud globular cluster NGC121

We used a combination of optical and near-UV Hubble Space Telescope photometry and FLAMES/ESO-VLT high-resolution spectroscopy to characterize the stellar content of the old and massive globular cluster (GC) NGC121 in the Small Magellanic Cloud (SMC). We report on the detection of multiple stellar populations, the first case in the SMC stellar cluster system. This result enforces the emerging scenario in which the presence of multiple stellar populations is a distinctive-feature of old and massive GCs regardless of the environment, as far as the light element distribution is concerned. We find that second population (SG) stars are more centrally concentrated than first (FG) ones. More interestingly, at odds with what typically observed in Galactic GCs, we find that NGC121 is the only cluster so far to be dominated by FG stars that account for more than 65% of the total cluster mass. In the framework where GCs were born with a 90-95% of FG stars, this observational finding would suggest that either NGC121 experienced a milder stellar mass-loss with respect to Galactic GCs or it formed a smaller fraction of SG stars.Comment: 25 pages, 7 figures, 3 tables; accepted for publication in Ap

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