Series LLCs Part 2 - Current Status, Multi-State Issues and Potential Uniform Limited Liability Company Protected Series Act

Part two of a two part article discussing the existing impediments to greater use of Series LLCs including taxation, bankruptcy, the Uniform Commercial Code and issues concerning multi-state activities and how these matters are being addressed by the National Conference of Commissioners on Uniform State Laws (NCCUSL)

Series LLCs Part 1 — Current Status, Multi-State Issues and Potential Uniform Limited Liability Company Protected Series Act

The Series Limited Liability Company (“Series LLC”), a variation of the traditional limited liability company (LLC), is the newest entity enterprise on the business scene today. Within this legal entity, separate “series” or “cells” can be created and established under the umbrella of a single LLC. Despite being under one “umbrella,” each of these cells has characteristics that make it both separate from one another as well as from the Series LLC itself. There is not yet a common term for these distinct units although the term series or cell is often used. The Drafting Committee for the Limited Liability Company Protected Series Act of the National Conference of Commissioners on Uniform State Laws (“NCCUSL”) (“NCCUSL Drafting Committee”) refers to them as “Protected Series” and that term will be used herein. Each Protected Series has associated with it specified members and assets, and statutorily — due to what have been called “internal liability shields” — if the statutory specified requirements are met, the debts and obligations of one Protected Series are neither the debts or obligations of any other Protected Series nor of the Series LLC itself. The defining features that set Series LLCs apart from other entities are the internal liability shields and the ability to have different associated members and/or different ownership interests of members among the various Protected Series. Although cells have existed in trusts for many years, and the concept is found in the Statutory Trust Entity Act, the internal liability protection and potentially separate owners or beneficiaries within a business entity are unique concepts for American jurisprudence and widely used forms of business entities. The result is a single legal entity with owners associated with each Protected Series, assets associated with each Protected Series and each Protected Series functioning in a manner analogous to a separate legal entity within the Series LLC. Part I of this article describes the characteristics of Series LLCs, the current applicable current state law developments, the current popularity of Series LLCs and the current internal liability shield requirements for Series LLCs. Part II will explore the existing impediments to greater use of Series LLCs including taxation, bankruptcy and Uniform Commercial Code matters, issues concerning multi-state activities and how these matters are addressed by the NCCUSL Drafting Committee’s efforts in drafting The Limited Liability Company Protected Series Act

Challenges of Multi-State Series and Framework for Judicial Analysis

A variation of the common limited liability company (LLC) represents the newest form of entity enterprise on the business scene today. This is the Series Limited Liability Company (Series LLC). Under a Series LLC, the single LLC may establish and contain within itself separate series or cells. These cells or series are referred to by the Drafting Committee for the Limited Liability Company Protected Series Act of the National Conference of Commissioners on Uniform State Laws (NCCUSL) as “Protected Series.” Each such separate Protected Series is treated as an enterprise separate from each other and from the Series LLC itself. Each Protected Series has associated with it specified members, assets, and obligations, and — due to what have been called “internal liability shields” — per the enacting statutes, if the statutory requirements are met, the obligations of one Protected Series are neither the obligations of any other Protected Series nor of the Series LLC itself. The internal liability shield and the ability to have different associated Members among the various Protected Series are the principal unique distinguishing characteristics of the Series LLC. Although cells have existed in trusts for many years, and the concept is found in the Statutory Trust Entity Act, the internal liability protection and potentially separate owners or beneficiaries within a business entity are unique concepts for American jurisprudence and widely used forms of business entities. The result is a single legal entity with owners associated with each Protected Series, assets associated with each Protected Series, and each Protected Series functioning in a manner analogous to a separate legal entity within the Series LLC

Hyporheic invertebrates as bioindicators of ecological health in temporary rivers: a meta-analysis

Worldwide, many rivers cease flow and dry either naturally or owing to human activities such as water extraction. However, even when surface water is absent, diverse assemblages of aquatic invertebrates inhabit the saturated sediments below the river bed (hyporheic zone). In the absence of surface water or flow, biota of this zone may be sampled as an alternative to surface water-based ecological assessments. The potential of hyporheic invertebrates as ecological indicators of river health, however, is largely unexplored. We analysed hyporheic taxa lists from the international literature on temporary rivers to assess compositional similarity among broad-scale regions and sampling conditions, including the presence or absence of surface waters and flow, and the regional effect of hydrological phase (dry channel, non-flowing waters, surface flow) on richness. We hypothesised that if consistent patterns were found, then effects of human disturbances in temporary rivers may be assessable using hyporheic bioindicators. Assemblages differed geographically and by climate, but hydrological phase did not have a strong effect at the global scale. However, hyporheic assemblage composition within regions varied along a gradient of higher richness during wetter phases

Probing exotic phenomena at the interface of nuclear and particle physics with the electric dipole moments of diamagnetic atoms: A unique window to hadronic and semi-leptonic CP violation

The current status of electric dipole moments of diamagnetic atoms which involves the synergy between atomic experiments and three different theoretical areas -- particle, nuclear and atomic is reviewed. Various models of particle physics that predict CP violation, which is necessary for the existence of such electric dipole moments, are presented. These include the standard model of particle physics and various extensions of it. Effective hadron level combined charge conjugation (C) and parity (P) symmetry violating interactions are derived taking into consideration different ways in which a nucleon interacts with other nucleons as well as with electrons. Nuclear structure calculations of the CP-odd nuclear Schiff moment are discussed using the shell model and other theoretical approaches. Results of the calculations of atomic electric dipole moments due to the interaction of the nuclear Schiff moment with the electrons and the P and time-reversal (T) symmetry violating tensor-pseudotensor electron-nucleus are elucidated using different relativistic many-body theories. The principles of the measurement of the electric dipole moments of diamagnetic atoms are outlined. Upper limits for the nuclear Schiff moment and tensor-pseudotensor coupling constant are obtained combining the results of atomic experiments and relativistic many-body theories. The coefficients for the different sources of CP violation have been estimated at the elementary particle level for all the diamagnetic atoms of current experimental interest and their implications for physics beyond the standard model is discussed. Possible improvements of the current results of the measurements as well as quantum chromodynamics, nuclear and atomic calculations are suggested.Comment: 46 pages, 19 tables and 16 figures. A review article accepted for EPJ

Radio Astronomy

Contains table of contents for Section 4 and reports on twelve research projects.National Science Foundation Grant AST 88-19848Jet Propulsion Laboratory Contract 957687National Aeronautics and Space Administration Grant NAGW 1386National Science Foundation Grant AST 88-19848Annie Jump Cannon AwardSM Systems and Research, Inc.U.S. Navy Office of Naval Research Contract N00014-88-K-2016NASA/Goddard Space Flight Center Grant NAG 5-537NASA/Goddard Space Flight Center Grant NAG 5-10Woods Hole Oceanographic Institution Contract SC-28860Leaders for Manufacturing Progra

Radio Astronomy

Contains table of contents for Section 4 and reports on nine research projects.National Science Foundation Grant AST 88-19848National Science Foundation Grant AST 90-22501Alfred P. Sloan FellowshipNational Science Foundation Presidential Young Investigator AwardNational Aeronautics and Space Administration Grant NAGW-2310David and Lucile Packard FellowshipSM Systems and Research CorporationNational Aeronautics and Space Administration/Goddard Space Flight Center Contract NAS 5-30791National Aeronautics and Space Administration/Goddard Space Flight Center Grant NAG5-10Leaders for Manufacturing Progra

Radio Astronomy

Contains table of contents for Section 4 and reports on eight research projects.National Science Foundation Grant AST 88-19848National Aeronautics and Space Administration Goddard Space Flight Center Grant NAGW-2310SM Systems and Research, IncNational Aeronautics and Space Administration Goddard Space Flight Center Grant NAG 5-537National Aeronautics and Space Administration Goddard Space Flight Center Grant NAG 5-10Leaders for Manufacturing ProgramNational Aeronautics and Space Administration Goddard Space Flight Center Grant NAS 5-3079

Carbon budget of tidal wetlands, estuaries, and shelf waters of eastern North America

Author Posting. © American Geophysical Union, 2018. This article is posted here by permission of American Geophysical Union for personal use, not for redistribution. The definitive version was published in Global Biogeochemical Cycles 32 (2018): 389-416, doi:10.1002/2017GB005790.Carbon cycling in the coastal zone affects global carbon budgets and is critical for understanding the urgent issues of hypoxia, acidification, and tidal wetland loss. However, there are no regional carbon budgets spanning the three main ecosystems in coastal waters: tidal wetlands, estuaries, and shelf waters. Here we construct such a budget for eastern North America using historical data, empirical models, remote sensing algorithms, and process‐based models. Considering the net fluxes of total carbon at the domain boundaries, 59 ± 12% (± 2 standard errors) of the carbon entering is from rivers and 41 ± 12% is from the atmosphere, while 80 ± 9% of the carbon leaving is exported to the open ocean and 20 ± 9% is buried. Net lateral carbon transfers between the three main ecosystem types are comparable to fluxes at the domain boundaries. Each ecosystem type contributes substantially to exchange with the atmosphere, with CO2 uptake split evenly between tidal wetlands and shelf waters, and estuarine CO2 outgassing offsetting half of the uptake. Similarly, burial is about equal in tidal wetlands and shelf waters, while estuaries play a smaller but still substantial role. The importance of tidal wetlands and estuaries in the overall budget is remarkable given that they, respectively, make up only 2.4 and 8.9% of the study domain area. This study shows that coastal carbon budgets should explicitly include tidal wetlands, estuaries, shelf waters, and the linkages between them; ignoring any of them may produce a biased picture of coastal carbon cycling.NASA Interdisciplinary Science program Grant Number: NNX14AF93G; NASA Carbon Cycle Science Program Grant Number: NNX14AM37G; NASA Ocean Biology and Biogeochemistry Program Grant Number: NNX11AD47G; National Science Foundation's Chemical Oceanography Program Grant Number: OCE‐12605742018-10-0