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

Advancing Executive Branch Immigration Policy Through the Attorney General\u27s Review Authority

Prospects for comprehensive immigration reform look dim in light of past failures to enact legislation, such as the DREAM Act, and a continued period of divided government placing a skeptical Republican Congress in opposition to a sympathetic Democratic President. With legislative fixes for the United States’ immigration system unlikely in the near future, the Obama Administration will continue to press its immigration agenda via executive order and enforcement memorandum. Such initiatives do provide real short-term benefits, but they are by nature temporary and lack the ability to provide any permanent status to their beneficiaries. Importantly, however, they are not the only tools that the executive branch wields if it is intent on implementing certain reforms even in the face of a divided Congress. This Article focuses on a little used mechanism, Attorney General referral and review, which could play an efficacious role in the executive branch’s development and implementation of its immigration policy. This procedure permits the Attorney General to adjudicate individual immigration cases and thereby provide a definitive interpretation of law or institute new policy-based prescriptions to guide immigration officials in the future. Although used only four times by the Obama Administration, and sparingly in prior administrations, the history of its invocation establishes it as a powerful tool through which the executive branch can assert its prerogatives in the immigration field. Structurally, this Article presents both a historical overview of the referral authority and a doctrinal assessment of its prior use by modern Attorneys General. It also refutes common, but fundamentally misplaced, criticisms of the authority, including the purported lack of due process attendant upon referral. Finally, it concludes by considering certain proposals for reform that could make the authority a more robust avenue for executive branch immigration policy

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

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)

Mechanisms of active folding of the landscape (Southern Tianshan, China)

We explore the kinematic mechanisms of active large-scale folding, based on analysis of two adjacent major anticlines in Tian Shan (central Asia) that share an acceleration of shortening rate leading to topographic emergence and folded geomorphic surfaces. Their folding mechanisms are fundamentally different. Yakeng anticline is a gentle pure shear detachment fold with 1200 m of shortening and a well-constrained history of growth beginning at 5.5 Ma with an order-of-magnitude increase in shortening rate from 0.16 to 1.2–1.6 mm/yr at 0.16–0.21 Ma. The shape of the deformed topographic surface and of subsurface horizons deposited during deformation is a linearly proportional image at reduced amplitude of the deeper structure, which shows that instantaneous uplift rates have been pointwise linearly proportional to the current finite fold amplitude. In contrast, Quilitak anticline is a complex fault bend fold with uplift rates proportional to the sine of the fault dip, showing discontinuities in uplift rate across active axial surfaces. The 10- to 20-km-wide anticline is topographically emergent only in a central 5- to 7-km-wide mountainous uplift, the abrupt southern edge of which is marked by 600- to 700-m-high triangular facets that result from active folding of a pediment across an active axial surface. The giant facets are shown to form by kink band migration and record postemergence deformation since an order-of-magnitude acceleration in shortening rate from 0.6 t 4–5 mm/yr, apparently contemporaneous with Yakeng. Sections logged across the active 115-m-wide hinge zone show that recent strata provide a bed- by-bed record of fold scarp growth, which is quantitatively deciphered by fitting bed shapes to a finite width kink band migration model

Unveiling the Active Nucleus of Centaurus A

We report new HST WFPC2 and NICMOS observations of the center of the nearest radio galaxy Centaurus A (NGC 5128) and discuss their implications for our understanding of the active nucleus and jet. We detect the active nucleus in the near-IR (K and H) and, for the first time, in the optical (I and V), deriving the spectral energy distribution of the nucleus from the radio to X-rays. The optical and part of the near-IR emission can be explained by the extrapolation of the X-ray power law reddened by A_V~14mag, a value consistent with other independent estimates. The 20pc-scale nuclear disk discovered by Schreier et al. (1998) is detected in the [FeII] 1.64mic line and presents a morphology similar to that observed in Pa alpha with a [FeII]/Pa alpha ratio typical of low ionization Seyfert galaxies and LINERs. NICMOS 3 Pa alpha observations in a 50"x50" circumnuclear region suggest enhanced star formation (~0.3Msun/yr) at the edges of the putative bar seen with ISO, perhaps due to shocks driven into the gas. The light profile, reconstructed from V, H and K observations, shows that Centaurus A has a core profile with a resolved break at ~4" and suggests a black--hole mass of ~10^9 Msun. A linear blue structure aligned with the radio/X-ray jet may indicate a channel of relatively low reddening in which dust has been swept away by the jet.Comment: 19 pages, 13 figures, Astrophysical Journal, in press. High quality figures available at http://www.arcetri.astro.it/~marconi/colpic.htm

Adjuvants : an essential component of neisseria vaccines

Adjuvants may be classified into delivery systems and immune potentiator or modulator molecules based on their mechanism of action. Neisseria vaccines containing traditional adjuvants such as aluminium salts have existed for long time, but meningitis caused by Neisseria meningitidis serogroups, particularly serogroup B, continues to be a global health problem. Novel strategies have applied in silico and recombinant technologies to develop "universal" antigens (e.g. proteins, peptides and plasmid DNA) for vaccines, but these antigens have been shown to be poorly immunogenic even when alum adjuvanted, implying a need for better vaccine design. In this work we review the use of natural, detoxified, or synthetic molecules in combination with antigens to activate the innate immune system and to modulate the adaptive immune responses. In the main, antigenic and imune potentiator signals are delivered using nano-, micro-particles, alum, or emulsions. The importance of interaction between adjuvants and antigens to activate and target dendritic cells, the bridge between the innate and adaptive immune systems, will be discussed. In addition, nasal vaccine strategies based on the development of mucosal adjuvants and Neisseria derivatives to eliminate the pathogen at the site of infection provide promising adjuvants effective not only against respiratory pathogens, but also against pathogens responsible for enteric and sexually transmitted diseases

Towards Contagious Animal Disease Detection using Machine Learning

In livestock farms an increasing number of sensors is implemented to monitoring farm production and animal welfare, leading to large amounts of data. We investigated the potential of sensor data for the detection of contagious animal diseases, using machine learning for the interpretation of the data. An ..

The Two-Echelon Capacitated Vehicle Routing Problem

Multi-echelon distribution systems are quite common in supply-chain and logistic systems. They are used by public administrations in their transportation and traffic planning strategies as well as by companies to model their distribution systems. Unfortunately, the literature on com- binatorial optimization methods for multi-echelon distribution systems is very poor. The aim of this paper is twofold. Firstly, it introduces the family of Multi-Echelon Vehicle Routing Problems. Second, the Two-Echelon Capacitated Vehicle Routing Problem, is presented. The Two-Echelon Capacitated Vehicle Routing Problem (2E-CVRP) is an extension of the classical VRP where the delivery passes through intermediate depots (called satellites). As in the classical VRP, the goal is to deliver goods to customers with known demands, minimizing the total delivery cost while considering vehicle and satellites capacity constraints. A mathematical model for 2E-CVRP is presented and some valid in- equalities given, which are able to significantly improve the results on benchmark tests up to 50 customers and 5 satellites. Computational re- sults under different realistic scenarios are presented