FAQS Re: FFPS : Frequently Asked Questions About Federal Forum Provisions

Federal Forum Provisions (FFPs) direct all Securities Act litigation filed in state court to federal court. Delaware’s Supreme Court has ruled that FFPs are facially valid. To date, each state court that has addressed the merits of the question has enforced the FFP before it as lawful and reasonable. Questions regarding FFP mechanics nonetheless abound, and this Article addresses the most common FAQs about FFPs. In particular, corporations should consider adopting an FFP now. Waiting has no benefit. Publicly traded corporations can most conveniently adopt an FFP in the form of a bylaw. Privately held entities face potential Securities Act liability in connection with registration violations and section 12(a)(2) liability and can adopt FFPs either as charter or bylaw provisions. We view the charter-bylaw distinction as a matter of close-to-indifference. It is also reasonable for corporations chartered outside of Delaware to adopt FFP provisions, inasmuch as most state courts draw substantial guidance from Delaware precedent. A California trial court recently held that claims against underwriters were not covered by the FFP at issue in that matter. We disagree and welcome California Court of Appeals review of that issue. Other California trial courts have disagreed, as well, finding that substantially identical FFPs do apply to underwriters. However, an essentially costless revision of the form of FFP considered by the California trial courts would eliminate any risk, and we provide two alternative forms of FFP that achieve that result. Corporations with FFPs already in their charters can adopt an additional bylaw to address this risk, or they can amend their charters. Some FFPs designate a specific federal district court, typically the district in which the corporate headquarters is located, as the venue in which litigation is to proceed. Arguably, federal law governing venue will likely cause the case to proceed in the headquarters district in any event, so companies considering specifying a certain federal district court in the FFP should weigh the risks and rewards of such a provision. For certain foreign issuers, designating a specific federal district court, such as the Southern District of New York, as the venue for all Securities Act claims can be sensible. Large Securities Act liabilities often also arise in the context of registered debt offerings. Companies should therefore consider including FFPs in the indentures in debt offerings as well. Jury trial waivers are common in depositary agreements and indentures. To avoid enforceability challenges based on these waivers, particularly in California, these agreements and indentures should either include a severability provision, or the corporation should be prepared, if necessary, to stipulate not to enforce the jury waiver in federal court when moving to enforce an FFP in California or in other states hostile to such waivers

Microarray analysis of expression of cell death-associated genes in rat spinal cord cells exposed to cyclic tensile stresses in vitro

<p>Abstract</p> <p>Background</p> <p>The application of mechanical insults to the spinal cord results in profound cellular and molecular changes, including the induction of neuronal cell death and altered gene expression profiles. Previous studies have described alterations in gene expression following spinal cord injury, but the specificity of this response to mechanical stimuli is difficult to investigate in vivo. Therefore, we have investigated the effect of cyclic tensile stresses on cultured spinal cord cells from E15 Sprague-Dawley rats, using the FX3000^®Flexercell Strain Unit. We examined cell morphology and viability over a 72 hour time course. Microarray analysis of gene expression was performed using the Affymetrix GeneChip System^®, where categorization of identified genes was performed using the Gene Ontology (GO) and Kyoto Encyclopedia of Genes and Genomes (KEGG) systems. Changes in expression of 12 genes were validated with quantitative real-time reverse transcription polymerase chain reaction (RT-PCR).</p> <p>Results</p> <p>The application of cyclic tensile stress reduced the viability of cultured spinal cord cells significantly in a dose- and time-dependent manner. Increasing either the strain or the strain rate independently was associated with significant decreases in spinal cord cell survival. There was no clear evidence of additive effects of strain level with strain rate. GO analysis identified 44 candidate genes which were significantly related to "apoptosis" and 17 genes related to "response to stimulus". KEGG analysis identified changes in the expression levels of 12 genes of the mitogen-activated protein kinase (MAPK) signaling pathway, which were confirmed to be upregulated by RT-PCR analysis.</p> <p>Conclusions</p> <p>We have demonstrated that spinal cord cells undergo cell death in response to cyclic tensile stresses, which were dose- and time-dependent. In addition, we have identified the up regulation of various genes, in particular of the MAPK pathway, which may be involved in this cellular response. These data may prove useful, as the accurate knowledge of neuronal gene expression in response to cyclic tensile stress will help in the development of molecular-based therapies for spinal cord injury.</p

The dynamical Green's function and an exact optical potential for electron-molecule scattering including nuclear dynamics

We derive a rigorous optical potential for electron-molecule scattering including the effects of nuclear dynamics by extending the common many-body Green's function approach to optical potentials beyond the fixed-nuclei limit for molecular targets. Our formalism treats the projectile electron and the nuclear motion of the target molecule on the same footing whereby the dynamical optical potential rigorously accounts for the complex many-body nature of the scattering target. One central result of the present work is that the common fixed-nuclei optical potential is a valid adiabatic approximation to the dynamical optical potential even when projectile and nuclear motion are (nonadiabatically) coupled as long as the scattering energy is well below the electronic excitation thresholds of the target. For extremely low projectile velocities, however, when the cross sections are most sensitive to the scattering potential, we expect the influences of the nuclear dynamics on the optical potential to become relevant. For these cases, a systematic way to improve the adiabatic approximation to the dynamical optical potential is presented that yields non-local operators with respect to the nuclear coordinates.Comment: 22 pages, no figures, accepted for publ., Phys. Rev.

Discovery of the Transiting Planet Kepler-5B

We present 44 days of high duty cycle, ultra precise photometry of the 13th magnitude star Kepler-5 (KIC 8191672, T(eff) = 6300 K, log g = 4.1), which exhibits periodic transits with a depth of 0.7%. Detailed modeling of the transit is consistent with a planetary companion with an orbital period of 3.548460 +/- 0.000032 days and a radius of 1.431(-0.052)(+0.041) R(J). Follow-up radial velocity measurements with the Keck HIRES spectrograph on nine separate nights demonstrate that the planet is more than twice as massive as Jupiter with a mass of 2.114(-0.059)(+0.056) M(J) and a mean density of 0.894 +/- 0.079 g cm(-3).NASA's Science Mission DirectorateAstronom

2007 Focused update of the ACC/AHA/SCAI 2005 guideline update for percutaneous coronary intervention: A report of the American College of Cardiology/American Heart Association task force on practice guidelines

Selected late-breaking clinical trials presented at the 2005 and 2006 annual scientific meetings of the ACC, AHA, and European Society of Cardiology, as well as selected other data, were reviewed by the standing guideline writing committee along with the parent Task Force and other experts to identify those trials and other key data that might impact guideline recommendations. On the basis of the criteria/considerations noted above, recent trial data and other clinical information were considered important enough to prompt a focused update of the ACC/AHA/SCAI 2005 Guideline Update for Percutaneous Coronary Intervention

2007 Focused Update of the ACC/AHA/SCAI 2005 Guideline Update for Percutaneous Coronary Intervention. A Report of the American College of Cardiology/American Heart Association Task Force on Practice Guidelines

"Selected late-breaking clinical trials presented at the 2005 and 2006 annual scientific meetings of the ACC, AHA, and European Society of Cardiology, as well as selected other data, were reviewed by the standing guideline writing committee along with the parent Task Force and other experts to identify those trials and other key data that might impact guideline recommendations. On the basis of the criteria/considerations noted above, recent trial data and other clinical information were considered important enough to prompt a focused update of the ACC/AHA/SCAI 2005 Guideline Update for Percutaneous Coronary Intervention (3–13). To provide clinicians with a comprehensive set of data, whenever possible, the exact event rates in various treatment arms of clinical trials are presented to permit calculation of the absolute risk difference (ARD) and number needed to treat (NNT) or harm (NNH); the relative treatment effects are described either as odds ratio (OR), relative risk (RR), or hazard ratio (HR), depending on the format in the original publication. Consult the full-text version or executive summary of the ACC/AHA/SCAI 2005 Guideline Update for Percutaneous Coronary Intervention for policy on clinical areas not covered by the focused update (13a). Individual recommendations updated in this focused update will be incorporated into future revisions and/or updates of the full-text guidelines.

Enhanced diagnostic immunofluorescence using biopsies transported in saline

BACKGROUND: The demonstration of tissue-bound immunoreactants by direct immunofluorescence microscopy (DIF) is a valuable parameter in the diagnosis of various autoimmune and immunecomplex-mediated skin diseases. For preservation of tissue-bound immunoreactants, biopsies are usually fresh-frozen in liquid nitrogen or transported in Michel's fixative. But even optimally preserved tissue specimens are no guarantee for the correct diagnosis by DIF, especially when weak to moderate IgG fluorescence of the epidermal basement membrane zone is involved. In such cases false negative results are easily obtained due to the relatively high dermal "background" fluorescence produced by polyclonal anti-human IgG fluorescein conjugates. METHODS: In the present study we have compared the use of normal saline (0.9% NaCl) with liquid nitrogen and Michel's fixative as transport medium for skin biopsies. From 25 patients with an autoimmune skin disease (pemphigus, pemphigoid, lupus erythematosus and vasculitis) four matched skin biopsies were obtained and transported in either saline for 24 and 48 hours, liquid nitrogen, or Michel's fixative for 48 hours. RESULTS: Direct IF microscopy showed significant reduction of background fluorescence (p < 0.01) and relatively enhanced desired specific (IgG, IgA) staining in biopsies transported in saline. A conclusive or tentative IF diagnosis was reached in 92% after 24 h saline, 83% after 48 h saline, 68% after freezing in liquid nitrogen, and 62% after 48 h Michel's medium (n = 25). CONCLUSIONS: We conclude that transporting biopsies without freezing in normal saline for 24 hours is an adequate and attractive method for routine IF diagnosis in autoimmune and immune complex-mediated dermatoses. The superior results with saline incubation are explained by washing away of IgG background in dermis and epidermis

Prevalence of the metabolic syndrome among children from six cities of China

<p>Abstract</p> <p>Background</p> <p>Metabolic syndrome (MetS) in childhood can increase the risk of cardiovascular disease, diabetes mellitus and dyslipidemia in adulthood, which is of increasing concern in transitional and advanced economies. The aim of the current study was to explore the prevalence of MetS among children from six cities of China.</p> <p>Methods</p> <p>A total of 8,764 children (4,495 boys, 4,269 girls) aged 7-11 years were randomly selected from 6 cities of China. MetS was mainly defined by the criteria proposed by International Diabetes Federation (IDF).</p> <p>Results</p> <p>The overall prevalence of MetS for children older than 10 years was 0.8% by IDF definition. Obese children had significantly higher MetS prevalence compared with their counterparts with overweight (6.6% vs. 0.9%, <it>p </it>< 0.01) and normal weight (6.6% vs. 0.05%, <it>p </it>< 0.01). The prevalence of abdominal obesity, high triglycerides, low high density lipoprotein cholesterol, hypertension and high glucose among obese children was 93.4%, 16.5%, 14.3%, 7.3% and 4.0%, respectively, which significantly higher than those among overweight children (37.0%, 6.1%, 10.0%, 4.2%, and 3.3%, respectively) and among normal weight children (1.2%, 3.3%, 4.0%, 1.7% and 2.5%, respectively). The proportion of children with at least one, two, and three items of the metabolic abnormalities were 25.0%, 5.4% and 0.9%, respectively. Metabolic abnormalities were also present in children under 10 years of age.</p> <p>Conclusions</p> <p>The early onset of MetS among children and relatively high proportions of children with at least one or two metabolic abnormalities in cities of China can increase the risk of developing MetS. It implies the necessity to take effective actions to control and prevent the rapid development of obesity among children in developing countries, especial those undergoing transition to a Western lifestyle.</p