Le droit des valeurs mobilières et les placements privés

The overwhelming control of the different North American securities commissions over the capital market compels businessmen and corporate lawyers to a permanent search for new means to avoid the registration and prospectus requirements of the acts. The authors try in this article to analyse the private placement exemption which seems to be most frequently relied upon. They discuss its development since the United States Supreme Court's decision in Ralston Purina. They explain the pros and cons of the subjective « need to know » and the capability of investors to « fend for themselves » tests as well as their byproducts. The recent and certainly more objective standards adopted by the S.E.C. and Ontario are also discussed. Finally, the resale of the restricted securities acquired in a private placement transaction is studied. In this context, the Quebec law is hardly adequate and needs substantial clarifications

Influence of diesel surrogates on the behavior of simplified spray models

Numerous experimental investigations make use of diesel surrogates to make the computational time reasonable. In the few studies where measured (surrogate and real diesel) and computed (surrogate only) results have been compared, the selection methodology for the surrogate constituent compounds and the measures taken to validate the chemical kinetic models are not discussed, and the range of operating conditions used is often small. Additionally, most simplified models use tuning variables to fit model results to measurements. This work makes the comparison between some frequently used diesel surrogates using a simple 1D vaporizing spray model, with the spray cone angle as the tuning parameter. Results show that liquid length and fuel fraction strongly depend on the physical properties of the used fuel for a fixed spray angle. These parameters are important for modeling auto-ignition and pollutant formation. The spray angle is varied till the spray length is the same for each surrogate. Results show important differences between other spray parameters such as local mixture fraction and axial velocity

Genomic Analysis of Immune Response against Vibrio Cholerae Hemolysin in Caenorhabditis elegans

Vibrio cholerae cytolysin (VCC) is among the accessory V. cholerae virulence factors that may contribute to disease pathogenesis in humans. VCC, encoded by hlyA gene, belongs to the most common class of bacterial toxins, known as poreforming toxins (PFTs). V. cholerae infects and kills Caenorhabditis elegans via cholerae toxin independent manner. VCC is required for the lethality, growth retardation and intestinal cell vacuolation during the infection. However, little is known about the host gene expression responses against VCC. To address this question we performed a microarray study in C. elegans exposed to V. cholerae strains with intact and deleted hlyA genes. Many of the VCC regulated genes identified, including C-type lectins, Prion-like (glutamine [Q]/asparagine [N]-rich)-domain containing genes, genes regulated by insulin/ IGF-1-mediated signaling (IIS) pathway, were previously reported as mediators of innate immune response against other bacteria in C. elegans. Protective function of the subset of the genes up-regulated by VCC was confirmed using RNAi. By means of a machine learning algorithm called FastMEDUSA, we identified several putative VCC induced immune regulatory transcriptional factors and transcription factor binding motifs. Our results suggest that VCC is a major virulence factor, which induces a wide variety of immune response- related genes during V. cholerae infection in C. elegans

Fermionic realization of two-parameter quantum affine algebra Ur,s(sln)U_{r,s}({sl_n})

We construct all fundamental modules for the two parameter quantum affine algebra of type $A$ using a combinatorial model of Young diagrams. In particular we also give a fermionic realization of the two-parameter quantum affine algebra

Imaging Gold Nanoparticles in Living Cells Environments using Heterodyne Digital Holographic Microscopy

This paper describes an imaging microscopic technique based on heterodyne digital holography where subwavelength-sized gold colloids can be imaged in cell environment. Surface cellular receptors of 3T3 mouse fibroblasts are labeled with 40 nm gold nanoparticles, and the biological specimen is imaged in a total internal reflection configuration with holographic microscopy. Due to a higher scattering efficiency of the gold nanoparticles versus that of cellular structures, accurate localization of a gold marker is obtained within a 3D mapping of the entire sample's scattered field, with a lateral precision of 5 nm and 100 nm in the x,y and in the z directions respectively, demonstrating the ability of holographic microscopy to locate nanoparticles in living cells environments

Phthalocyanine-based dumbbell-shaped molecule: synthesis, structure and charge transport studies

International audienceWe describe the synthesis of a fully conjugated donor-acceptor-donor triad (ZnPc-BTD-ZnPc) made of zinc phthalocyanine donor fragments (ZnPc) at both ends of a benzothiadiazole-based central dye (BTD). The molecule exhibits a broad absorption in the whole visible range. The introduction of sterically demanding alkoxy chains to the ZnPc fragments is found to limit the molecular organization to a short-range columnar order and the charge-carrier mobility to moderate values, but provides outstanding solubilities in organic solvents

Magnetoconductance anisotropy of a polymer thin film at the onset of metallicity

Thin films of poly(2,5-bis(3-dodecyl-2-yl)-thieno[3,2-b] thiophene) (C12-PBTTT) polymer under electrolyte gating and doping are investigated as model systems for organic thin films devices approaching the metallic side of a metal-insulator (M-I) transition. For the most doped samples, with an estimated density reaching 8 x 10(20) cm(-3) holes and a conductivity exceeding 1000 S cm(-1), a positive high-field magnetoconductance is found in a limited temperature range window and only when the field is perpendicular to the sample plane. This signature of weak localization, combined with indications of finite zero-temperature conductivity, allows us to identify delocalized metallic-like transport in these thin films, even though the conductivity decreases when cooling down the samples