Transfer of Company’s Registered Office and Forum-Shopping in International Insolvency Cases: an Important Decision from Italy

The Italian Supreme Court (Corte di Cassazione) has issued an important decision on companies’ freedom of establishment in the European Union (EU) and on jurisdiction over insolvency proceedings. It was a typical forum-shopping case in insolvency situations, in which a company decides to shift its registered office abroad before a court from its original country declares the insolvency. The Cassazione did not apply EC-Regulation 1346/2000 on cross-border insolvency, but declared the company as liquidated because of the transfer of the registered office. This solution leaves many questions unclear, both under EC-freedom of establishment and under jurisdiction rules for cross-border insolvenc

The Potassium abundance in the globular clusters NGC104, NGC6752 and NGC6809

We derived Potassium abundances in red giant branch stars in the Galactic globular clusters NGC104 (144 stars), NGC6752 (134 stars) and NGC6809 (151 stars) using high-resolution spectra collected with FLAMES at the ESO - Very Large Telescope. In the considered samples we do not find significant intrinsic spreads in [K/Fe] (confirming the previous findings by Carretta et al.), at variance with the cases of the massive clusters NGC2419 and NGC2808. Additionally, marginally significant [K/Fe]-[O/Fe] anti-correlations are found in NGC104 and NGC6809, and [K/Fe]-[Na/Fe] correlations are found in NGC104 and NGC6752. No evidence of [K/Fe]-[Mg/Fe] anti-correlation are found. The results of our analysis are consistent with a scenario in which the process leading to the multi-populations in globular clusters implies also enrichment in the K abundance, the amplitude of the associated [K/Fe] enhancement becoming measurable only in stars showing the most extreme effects of O and Mg depletion. Stars enhanced in [K/Fe] have been found so far only in clusters harbouring some Mg-poor stars, while the other globulars, without a Mg-poor sub-population, show small or null [K/Fe] spreads.Comment: 9 pages, 7 figures, 3 tables, accepted for publication in A&

What is a surprise earthquake? The example of the 2002, San Giuliano (Italy) event

Both in scientific literature and in the mass media, some earthquakes are defined as «surprise earthquakes». Based on his own judgment, probably any geologist, seismologist or engineer may have his own list of past «surprise earthquakes». This paper tries to quantify the underlying individual perception that may lead a scientist to apply such a definition to a seismic event. The meaning is different, depending on the disciplinary approach. For geologists, the Italian database of seismogenic sources is still too incomplete to allow for a quantitative estimate of the subjective degree of belief. For seismologists, quantification is possible defining the distance between an earthquake and its closest previous neighbor. Finally, for engineers, the San Giuliano quake could not be considered a surprise, since probabilistic site hazard estimates reveal that the change before and after the earthquake is just 4%

High-resolution CRIRES spectra of Terzan1: a metal-poor globular cluster toward the inner bulge

Containing the oldest stars in the Galaxy, globular clusters toward the bulge can be used to trace its dynamical and chemical evolution. In the bulge direction, there are ~50 clusters, but only about 20% have been subject of high-resolution spectroscopic investigations. So far, the sample observed at high resolution spans a moderate-to-high metallicity regime. In this sample, however, very few are located in the innermost region ($R_{GC}\leq$1.5\,Kpc and $|l, b|\leq5^{\circ}$). To constrain the chemical evolution enrichment of the innermost region of Galaxy, accurate abundances and abundance patterns of key elements based on high-resolution spectroscopy are necessary. Here we present the results we obtained for Terzan 1, a metal-poor cluster located in the innermost bulge region. Using the near-infrared spectrograph CRIRES at ESO/VLT, we obtained high-resolution (R$\approx$50,000) H-band spectra of 16 bright giant stars in the innermost region ($r\leq 60"$) of Terzan1. Full spectral synthesis techniques and equivalent width measurements of selected lines, isolated and free of significant blending and/or contamination by telluric lines, allowed accurate chemical abundances and radial velocities to be derived. Fifteen out of 16 observed stars are likely cluster members, with an average heliocentric radial velocity of +57$\pm$1.8\,km/s and mean iron abundance of [Fe/H]=--1.26$\pm$0.03\,dex. For these stars we measured some [$\alpha$/Fe] abundance ratios, finding average values of [O/Fe]=+0.39$\pm$0.02\,dex, [Mg/Fe]=+0.42$\pm$0.02\,dex, [Si/Fe]=+0.31$\pm$0.04\,dex, and [Ti/Fe]=+0.15$\pm$0.04\,dex The $\alpha$ enhancement ($\approx +0.4$\,dex) found in the observed giant stars of Terzan1 is consistent with previous measurements on other, more metal-rich bulge clusters, which suggests a rapid chemical enrichment.Comment: 7, pages, 6 figures, accepted for publication on A&

The unavoidable persistence of forum shopping in the Insolvency Regulation

One of the goals of the EU Insolvency Regulation, confirmed by recent reform proposals developed by the European Parliament and the Commission, is to limit forum shopping. The real world, however, looks quite different, as insolvency forum shopping is increasingly common in the EU. As is well known, pursuant to the Insolvency Regulation the Member State of a debtor\u2019s centre of main interests (\u201cCOMI\u201d) is competent to govern its main insolvency proceeding with universal effects; additionally, companies\u2019 COMI is presumed to coincide with their registered office, unless the contrary is proven. Pursuant to ECJ case law, the reference date to assess the insolvency competence is the date of the filing, with the consequence that, if a company relocates its registered office abroad before filing for insolvency, the new jurisdiction becomes competent to govern its insolvency, unless creditors prove that the COMI is still in the original State. However, the presumption that the COMI coincides with the registered office can not be rebutted if a company actually relocates its headquarter alongside its registered office in a way ascertainable by third parties. Creditors\u2019 protection against opportunistic forum shopping, therefore, relies only upon the criterion that a company\u2019s COMI must be ascertainable by third parties. This criterion, however, as applied by Member States\u2019 case law and the ECJ, does not take into account the viewpoint of pre-existing creditors: If a company relocates headquarter alongside its registered office and makes this transfer public and \u201cascertainable\u201d for future potential creditors, no evidence whatsoever can be provided that its COMI is still in the State of origin. Forum shopping, therefore, has become an unavoidable component of EU insolvency law

Exclusion of US-holders in cross-border takeover bids and the principle of equality in tender offers

To avoid the cumulative application of takeover regulation of more jurisdictions, it is common practice to exclude from the offer shareholders resident in countries adopting extraterritorial conflict rules. Among such countries, the most significant case is that of US securities regulation: according to US case-law, in order to avoid the application of US takeover regulation and anti-fraud provisions, bidders should completely exclude any publicity of the offer in the US or to US resident and consider acceptances from US residents as void. However, such restrictions could be at odds with the principle of equal treatments of target’s shareholders, provided for by the EU Takeover Directive. In the paper, I argue that only restrictions to dissemination could be reconciled with the equality principle. On the contrary, restrictions to acceptance represent a clear violation of such principle, which can be admitted only if the cumulative application of US law would make the offer unfeasible

The cosmological Lithium problem outside the Galaxy: the Sagittarius globular cluster M54

The cosmological Li problem is the observed discrepancy between Li abundance, A(Li), measured in Galactic dwarf, old and metal-poor stars (traditionally assumed to be equal to the initial value A(Li)_0), and that predicted by standard Big Bang Nucleosynthesis calculations (A(Li)_{BBN}). Here we attack the Li problem by considering an alternative diagnostic, namely the surface Li abundance of red giant branch stars that in a colour magnitude diagram populate the region between the completion of the first dredge-up and the red giant branch bump. We obtained high-resolution spectra with the FLAMES facility at the Very Large Telescope for a sample of red giants in the globular cluster M54, belonging to the Sagittarius dwarf galaxy. We obtain A(Li)=+0.93+-0.11 dex, translating -- after taking into account the dilution due to the dredge up-- to initial abundances (A(Li)_0) in the range 2.35--2.29 dex, depending on whether or not atomic diffusion is considered. This is the first measurement of Li in the Sagittarius galaxy and the more distant estimate of A(Li)_0 in old stars obtained so far. The A(Li)_0 estimated in M54 is lower by ~0.35 dex than A(Li)_{BBN}, hence incompatible at a level of ~3sigma. Our result shows that this discrepancy is a universal problem concerning both the Milky Way and extra-galactic systems. Either modifications of BBN calculations, or a combination of atomic diffusion plus a suitably tuned additional mixing during the main sequence, need to be invoked to solve the discrepancy.Comment: Accepted by MNRAS, 10 pages, 5 figures, 1 tabl

Potassium: a new actor on the globular cluster chemical evolution stage. The case of NGC 2808

We derive [K/Fe] abundance ratios for 119 stars in the globular cluster NGC 2808, all of them having O, Na, Mg and Al abundances homogeneously measured in previous works. We detect an intrinsic star-to-star spread in the Potassium abundance. Moreover [K/Fe] abundance ratios display statistically significant correlations with [Na/Fe] and [Al/Fe], and anti-correlations with [O/Fe] and [Mg/Fe]. All the four Mg deficient stars ([Mg/Fe]<0.0) discovered so far in NGC 2808 are enriched in K by ~0.3 dex with respect to those with normal [Mg/Fe]. NGC 2808 is the second globular cluster, after NGC 2419, where a clear Mg-K anti-correlation is detected, albeit of weaker amplitude. The simultaneous correlation/anti-correlation of [K/Fe] with all the light elements usually involved in the chemical anomalies observed in globular cluster stars, strongly support the idea that these abundance patterns are due to the same self-enrichment mechanism that produces Na-O and Mg-Al anti-correlations. This finding suggests that detectable spreads in K abundances may be typical in the massive globular clusters where the self-enrichment processes are observed to produce their most extreme manifestations.Comment: Accepted for publication by ApJ, 5 pages, 3 figure

Non-parametric analysis of a single seismometric recording to obtain building dynamic parameters

We propose a simple time-domain, non-parametric method to estimate the damping at the fundamental frequency of a building. The method aims at obtaining quick-and-dirty data on large sets of buildings, at the expenses of the accuracy provided by other, more complex and resource-demanding techniques. The analysis of a 10 min recording of ambient vibration with a single high-resolution seismometer atop the building can provide a good estimate of the required parameters for the first flexural modes on orthogonal components. The proposed methodology does not require complex filtering and assumptions on signal structure, nor multiple measurement points or clear single transients induced by shakers, shocks or release tests. We checked the stability of the proposed method in terms of duration and characteristics of the signal, and compared the results obtained by others with standard techniques. Then, we tested the ability of the proposed technique to identify damping and frequency variations due to large displacements, damage or changes in the structural characteristics. The proposed methodology provides a satisfactory agreement when compared with other techniques. Even if it is not always possible to obtain higher modes, the advantage is that it is possible to study with limited resources the fundamental parameters for a large number of buildings. This is useful to include experimental data on building behaviour in microzonation studies