Partnership law for the new millennium

Paper outlining the history of partnership law in the United Kingdom and suggested proposals from the Law Commission for England and Wales and the Scottish Law Commission for reform to problem areas such as: the firm as equity, unnecessary closure of business and mechanisms for dissolution of solvent partnerships. Article taken from the introduction given by Professor Henning at the conference on partnership law reform staged on 4th June 2001 by the Centre for Corporate Law and Practice at the IALS, the Law Commission for England and Wales, and the Scottish Law Commission. Published in Amicus Curiae - Journal of the Institute of Advanced Legal Studies and its Society for Advanced Legal Studies. The Journal is produced by the Society for Advanced Legal Studies at the Institute of Advanced Legal Studies, University of London

Size distribution of dust grains: A problem of self-similarity

Distribution functions describing the results of natural processes frequently show the shape of power laws, e.g., mass functions of stars and molecular clouds, velocity spectrum of turbulence, size distributions of asteroids, micrometeorites and also interstellar dust grains. It is an open question whether this behavior is a result simply coming about by the chosen mathematical representation of the observational data or reflects a deep-seated principle of nature. The authors suppose the latter being the case. Using a dust model consisting of silicate and graphite grains Mathis et al. (1977) showed that the interstellar extinction curve can be represented by taking a grain radii distribution of power law type n(a) varies as a(exp -p) with 3.3 less than or equal to p less than or equal to 3.6 (example 1) as a basis. A different approach to understanding power laws like that in example 1 becomes possible by the theory of self-similar processes (scale invariance). The beta model of turbulence (Frisch et al., 1978) leads in an elementary way to the concept of the self-similarity dimension D, a special case of Mandelbrot's (1977) fractal dimension. In the frame of this beta model, it is supposed that on each stage of a cascade the system decays to N clumps and that only the portion beta N remains active further on. An important feature of this model is that the active eddies become less and less space-filling. In the following, the authors assume that grain-grain collisions are such a scale-invarient process and that the remaining grains are the inactive (frozen) clumps of the cascade. In this way, a size distribution n(a) da varies as a(exp -(D+1))da (example 2) results. It seems to be highly probable that the power law character of the size distribution of interstellar dust grains is the result of a self-similarity process. We can, however, not exclude that the process leading to the interstellar grain size distribution is not fragmentation at all. It could be, e.g., diffusion-limited growth discussed by Sander (1986), who applied the theory of fractal geometry to the classification of non-equilibrium growth processes. He received D=2.4 for diffusion-limited aggregation in 3d-space

Efficient generation and optimization of stochastic template banks by a neighboring cell algorithm

Placing signal templates (grid points) as efficiently as possible to cover a multi-dimensional parameter space is crucial in computing-intensive matched-filtering searches for gravitational waves, but also in similar searches in other fields of astronomy. To generate efficient coverings of arbitrary parameter spaces, stochastic template banks have been advocated, where templates are placed at random while rejecting those too close to others. However, in this simple scheme, for each new random point its distance to every template in the existing bank is computed. This rapidly increasing number of distance computations can render the acceptance of new templates computationally prohibitive, particularly for wide parameter spaces or in large dimensions. This work presents a neighboring cell algorithm that can dramatically improve the efficiency of constructing a stochastic template bank. By dividing the parameter space into sub-volumes (cells), for an arbitrary point an efficient hashing technique is exploited to obtain the index of its enclosing cell along with the parameters of its neighboring templates. Hence only distances to these neighboring templates in the bank are computed, massively lowering the overall computing cost, as demonstrated in simple examples. Furthermore, we propose a novel method based on this technique to increase the fraction of covered parameter space solely by directed template shifts, without adding any templates. As is demonstrated in examples, this method can be highly effective..Comment: PRD accepte

Functional and structural brain differences associated with mirror-touch synaesthesia

Observing touch is known to activate regions of the somatosensory cortex but the interpretation of this finding is controversial (e.g. does it reflect the simulated action of touching or the simulated reception of touch?). For most people, observing touch is not linked to reported experiences of feeling touch but in some people it is (mirror-touch synaesthetes). We conducted an fMRI study in which participants (mirror-touch synaesthetes, controls) watched movies of stimuli (face, dummy, object) being touched or approached. In addition we examined whether mirror touch synaesthesia is associated with local changes of grey and white matter volume in the brain using VBM (voxel-based morphometry). Both synaesthetes and controls activated the somatosensory system (primary and secondary somatosensory cortices, SI and SII) when viewing touch, and the same regions were activated (by a separate localiser) when feeling touch — i.e. there is a mirror system for touch. However, when comparing the two groups, we found evidence that SII seems to play a particular important role in mirror-touch synaesthesia: in synaesthetes, but not in controls, posterior SII was active for watching touch to a face (in addition to SI and posterior temporal lobe); activity in SII correlated with subjective intensity measures of mirror-touch synaesthesia (taken outside the scanner), and we observed an increase in grey matter volume within the SII of the synaesthetes' brains. In addition, the synaesthetes showed hypo-activity when watching touch to a dummy in posterior SII. We conclude that the secondary somatosensory cortex has a key role in this form of synaesthesia

Relationship between the column density distribution and evolutionary class of molecular clouds as viewed by ATLASGAL

We present the first study of the relationship between the column density distribution of molecular clouds within nearby Galactic spiral arms and their evolutionary status as measured from their stellar content. We analyze a sample of 195 molecular clouds located at distances below 5.5 kpc, identified from the ATLASGAL 870 micron data. We define three evolutionary classes within this sample: starless clumps, star-forming clouds with associated young stellar objects, and clouds associated with HII regions. We find that the N(H2) probability density functions (N-PDFs) of these three classes of objects are clearly different: the N-PDFs of starless clumps are narrowest and close to log-normal in shape, while star-forming clouds and HII regions exhibit a power-law shape over a wide range of column densities and log-normal-like components only at low column densities. We use the N-PDFs to estimate the evolutionary time-scales of the three classes of objects based on a simple analytic model from literature. Finally, we show that the integral of the N-PDFs, the dense gas mass fraction, depends on the total mass of the regions as measured by ATLASGAL: more massive clouds contain greater relative amounts of dense gas across all evolutionary classes.Comment: Accepted for publication in A&A (25th June 15) 23 pages, 12 figures. Additional appendix figures will appear in the journal version of this pape

Clarifying the distinction between partners and their creditors: The first reformative partnership legislation

This contribution reflects on the United Kingdom’s Act to Amend the Law of Partnership some 150 years after its promulgation. The statute was introduced to reform the common law rule thata person who shares in the profits of a partnership is considered a partner and, as such, liable for partnership debts, which had become firmly enshrined in English jurisprudence. After a rangeof parliamentary initiatives during the 19th century to alleviate the effect of the common law rule, the Act was passed in 1865. The statute provided that a person, who advanced money to, andshared in the profits of an undertaking, would not be deemed a partner, provided that this was in terms of a written contract. It went further to declare such a lender a deferred creditor, should theundertaking go bankrupt. In a preceding decision, Cox v Hickman, the House of Lords is considered to have established, in effect, that receipt of a share of the profits is not conclusive proof of apartnership. From disparaging decisions handed down after the promulgation of the Act, it soon appeared that the judicature was more reform minded than the legislature, placing the emphasison the parties’ intention and the real substance of the agreement rather than on form alone. When the Act was repealed by the Partnership Act of 1890, it was not only substantially re-enacted,but its provisions were made even stricter, notably the proviso regarding the existence of a not only written, but now also signed contract in sec. 2(3)(d). Although the law commissions of England,Wales and Scotland proposed in 2003 that the sec. 2(3)(d) proviso be repealed as a relic of the past, it elicited no legislative response. Fortunately, this is one confusion that the South African law ofpartnership was spared. Despite some early support for English decisions, the current approach is that a partnership is not formed, unless the participants’ contributions are subjected to the risks of the venture. Where capital is advanced on the basis that the full amount plus interest must be returned at a later stage, irrespective of the fortunes of the business, the agreement is one of loan and not partnership

Convergence of governance systems in SADEC: the OHADA and COMESA examples

From text: The question that this title poses is: how is the convergence the governance systems of business activities in the various member states of SADEC best effected? In order to some throw light on this question with a view to possible strategies a closer look will be taken briefly at both the OHADA (Organisation for the Harmonisation of Business Law in Africa) treaty which deals with the  harmonisation and modernisation of the business laws of its meber states as well as the COMESA treaty which establishes a free trade zone

The limited partnership review. Historical and comparative perspectives on the revival of a “commercial mongrel” in the United Kingdom

The United Kingdom limited partnership can be described as the statutory equivalent of the South African partnership en commandite, which was received from French law via Roman-Dutch law. Proposed in 1838 and eventually introduced in 1907, the limited partnership has not proved as popular as its proponents would have wished for. In fact, it has been described as a “commercial mongrel” and as “dismal failure”, that was sunk “almost without trace” by the private company. Nevertheless, the limited partnership presently is a useful vehicle in the United Kingdom for investors who do not wish to take an active role in the management of their funds. It offers the investor privacy, as the accounts of the partnership are not generally disclosed. Like other partnerships, it also provides the benefit of fiscal transparency. On 13 September 2000 the Law Commission of England and Wales and the Scottish Law Commission released a comprehensive joint consultation paper envisaging a thorough review of the partnership law. Consequently, the Law Commissions completed a joint consultation paper on reforms of the Limited Partnership Act 1907 which was published in November 2001. In this contribution historical and comparative perspectives are given on the proposals contained in the second joint consultation paper

Optimising closely held entities to enhance commercial participation and development: The Southern African experience in comparative perspective

The important contribution of the small business sector to economic growth and regional development is widely and generally acknowledged. In 1984, the South African Close Corporations Act introduced a simple, inexpensive and flexible closelyheld entity for the business consisting of a single entrepreneur or small number of participants, designed with a view to his or their reasonable needs and expectations and without burdening him or them with legal requirements that would not be meaningful in the circumstances. This example was followed with varying degrees of success in Southern Africa and Australia by legislative developments aimed at the introduction, in various guises, of new legal forms for small business. In more recent law reform initiatives in Australia and especially the United Kingdom, various options were analysed to optimise closely-held entities with a view to enhancing commercial participation and economic development through small businesses. Eventually, the somewhat less imaginative approach of merely simplifying the private company was chosen. Attention will be given to the Southern African experience of closely-held entities and then to a critical comparative analysis of and perspectives on recent developments in Australia and especially the United Kingdom