Inter-relations between advanced processing techniques, integrated circuits, materials development and analysis Quarterly report, 1 Mar. - 31 May 1969

Gyrator tuned circuit amplifier and microcircuit interconnection

A Cautionary Look at a Cautionary Doctrine

Optimism is an indispensable element of effective salesmanship. It is therefore quite natural for the directors of public companies to want to optimistically tout the potential long-term benefits of investing in their companies. After all, directors of public companies must be empowered to attract the attention and money of American investors. But what happens if these long-term projections fail to come true? Who is to blame for long-term projections that are simply unrealistic? A doctrine called the “bespeaks caution” doctrine has emerged in order to govern these inquiries, and holds that these optimistic forward-looking statements are legally immunized provided that they are sufficiently tempered with “meaningful” cautionary language in accompanying stock offering documentation. Such cautionary language must operate to put investors on notice that their investment is merely speculative, and that returns on investment are not guaranteed. Through this doctrine, public companies are protected against lawsuits brought by disappointed investors scrounging for settlement handouts when their investments fail to yield return. The structure of this doctrine, of course, begs the question: what constitutes “meaningful” cautionary language? In recent years, circuit courts have been split on this issue, and remain divided about whether stock-issuing companies are required to truly believe their optimistic forward-looking statement before they may be protected from shareholder lawsuits in the event that such statements fail to materialize. In other words, it is currently unclear under the law whether these forward-looking statements must be made in good faith in order to merit legal protection. This Note argues that the bespeaks caution doctrine should and must require that optimistic forward-looking statements be made in good faith in order to merit protection under the law. This Note proceeds by analyzing the current state of the bespeaks caution doctrine across various circuit courts, and continues by critiquing certain judicial decisions which applied the doctrine. It then proposes amendments to the doctrine, which aim to preserve the transparency and integrity of U.S. capital markets

A Cautionary Look at a Cautionary Doctrine

Optimism is an indispensable element of effective salesmanship. It is therefore quite natural for the directors of public companies to want to optimistically tout the potential long-term benefits of investing in their companies. After all, directors of public companies must be empowered to attract the attention and money of American investors. But what happens if these long-term projections fail to come true? Who is to blame for long-term projections that are simply unrealistic? A doctrine called the “bespeaks caution” doctrine has emerged in order to govern these inquiries, and holds that these optimistic forward-looking statements are legally immunized provided that they are sufficiently tempered with “meaningful” cautionary language in accompanying stock offering documentation. Such cautionary language must operate to put investors on notice that their investment is merely speculative, and that returns on investment are not guaranteed. Through this doctrine, public companies are protected against lawsuits brought by disappointed investors scrounging for settlement handouts when their investments fail to yield return. The structure of this doctrine, of course, begs the question: what constitutes “meaningful” cautionary language? In recent years, circuit courts have been split on this issue, and remain divided about whether stock-issuing companies are required to truly believe their optimistic forward-looking statement before they may be protected from shareholder lawsuits in the event that such statements fail to materialize. In other words, it is currently unclear under the law whether these forward-looking statements must be made in good faith in order to merit legal protection. This Note argues that the bespeaks caution doctrine should and must require that optimistic forward-looking statements be made in good faith in order to merit protection under the law. This Note proceeds by analyzing the current state of the bespeaks caution doctrine across various circuit courts, and continues by critiquing certain judicial decisions which applied the doctrine. It then proposes amendments to the doctrine, which aim to preserve the transparency and integrity of U.S. capital markets

A quantum group version of quantum gauge theories in two dimensions

For the special case of the quantum group $SL_q (2,{\bf C})\ (q= \exp \pi i/r,\ r\ge 3)$ we present an alternative approach to quantum gauge theories in two dimensions. We exhibit the similarities to Witten's combinatorial approach which is based on ideas of Migdal. The main ingredient is the Turaev-Viro combinatorial construction of topological invariants of closed, compact 3-manifolds and its extension to arbitrary compact 3-manifolds as given by the authors in collaboration with W. Mueller.Comment: 6 pages (plain TeX

Birkhoff normalization process program for time-dependent Hamiltonian systems

Birkhoff normalization process computer program for time dependent Hamiltonian system

An alternative to the conventional micro-canonical ensemble

Usual approach to the foundations of quantum statistical physics is based on conventional micro-canonical ensemble as a starting point for deriving Boltzmann-Gibbs (BG) equilibrium. It leaves, however, a number of conceptual and practical questions unanswered. Here we discuss these questions, thereby motivating the study of a natural alternative known as Quantum Micro-Canonical (QMC) ensemble. We present a detailed numerical study of the properties of the QMC ensemble for finite quantum systems revealing a good agreement with the existing analytical results for large quantum systems. We also propose the way to introduce analytical corrections accounting for finite-size effects. With the above corrections, the agreement between the analytical and the numerical results becomes very accurate. The QMC ensemble leads to an unconventional kind of equilibrium, which may be realizable after strong perturbations in small isolated quantum systems having large number of levels. We demonstrate that the variance of energy fluctuations can be used to discriminate the QMC equilibrium from the BG equilibrium. We further suggest that the reason, why BG equilibrium commonly occurs in nature rather than the QMC-type equilibrium, has something to do with the notion of quantum collapse.Comment: 25 pages, 6 figure