Defensive Self-Tender Offers

Adapted with permission from the article, Defensive Stock Repurchases, Harvard Law Review, Volume 99, by Michael Bradley, Associate Professor of Finance, University of Michigan, Graduate School of Business Administration, and Michael Rosenzweig, Associate Professor of Law, University of Michigan Law School (which articel is hereinafter referred to a as Bradley & Rosenzweig). For the most part, documentation is not provided in this adaption, as full citations may be found in the aforementioned article. Target companies employ a variety of defensive tactics in an effort to thwart hostile bidders. In recent years, targets have resorted with increasing frequency to repurchases of their own stock to defeat hostile tender offers. This tactic may serve several strategic purposes. First, such repurchases may increase the percentage of the target\u27s stock that is owned by management or management loyalists who are unlikely to tender, thereby enhancing the probability that the bid will fail. Second, a repurchase may raise the price of the target\u27s stock above the tender offer price, forcing the bidder to confront the unwelcome dilemma of having to increase its offer or abandon the fight. Third, the repurchased stock may come from the bidder itself, which may agree as a condition of the sale to terminate its effort to win control of the target

Target Litigation

In Part I, I explore the motives of litigious target managers. I briefly examine the takeover defense literature and empirical evidence regarding the frequency of target litigation, both of which indicate that target managers usually sue bidders in order to defeat unwanted takeover attempts. I also suggest that judicial reactions to target lawsuits largely confirm this hypothesis. I then discuss, in Part II, target management\u27s conflict of interest in control contests and the particular strategic considerations that lead target managers to sue hostile bidders. I argue that target litigation is peculiarly likely to be frivolous and, based on a study of successful target defenses, show that litigation often repels unwanted bids. This result, empirical studies demonstrate, adversely affects target shareholder wealth and, I suggest, undermines an optimal allocation of corporate resources. I conclude in Part III by proposing reforms that would limit harmful target litigation without unduly restricting the ability of target managers to seek redress for legally cognizable wrongs. I also suggest that the benefits that Jarrell attributes to target litigation can be preserved cheaply and effectively under the approach that I propose

Materiality, Law Reform, and \u3cem\u3eRegulation by Prosecution\u3c/em\u3e

A Review of Regulation by Prosecution: The Securities & Exchange Commission Versus Corporate America by Roberta S. Karme

Microhabitat Selection in Two Species of Heteromyid Rodents

An experiment was conducted to determine the microhabitat preferences of two heteromyid rodents, Dipodomys ordi and Perognathus flavus. This experiment used marked seeds and the atomic absorption spectrophotometer in order to study the environment as a mosaic of microhabitats. The results of our analysis indicate that these two heteromyids are microhabitat selectors. The preferences of the rodents are, D. ordi: grass habitat 0.0%, near grass habitat 22.5%, open habitat 77.4%, and P. flavus: grass habitat 46.2%, near grass habitat 32.2%, open habitat 21.4%. The overlap between the two species is only 0.43

ENLIVE: An Efficient Nonlinear Method for Calibrationless and Robust Parallel Imaging

Robustness against data inconsistencies, imaging artifacts and acquisition speed are crucial factors limiting the possible range of applications for magnetic resonance imaging (MRI). Therefore, we report a novel calibrationless parallel imaging technique which simultaneously estimates coil profiles and image content in a relaxed forward model. Our method is robust against a wide class of data inconsistencies, minimizes imaging artifacts and is comparably fast combining important advantages of many conceptually different state-of-the-art parallel imaging approaches. Depending on the experimental setting, data can be undersampled well below the Nyquist limit. Here, even high acceleration factors yield excellent imaging results while being robust to noise and the occurrence of phase singularities in the image domain, as we show on different data. Moreover, our method successfully reconstructs acquisitions with insufficient field-of-view. We further compare our approach to ESPIRiT and SAKE using spin-echo and gradient echo MRI data from the human head and knee. In addition, we show its applicability to non-Cartesian imaging on radial FLASH cardiac MRI data. Using theoretical considerations, we show that ENLIVE can be related to a low-rank formulation of blind multi-channel deconvolution, explaining why it inherently promotes low-rank solutions.Comment: 17 pages, 10 figure

Chaperone-driven proteasome assembly

Abstract Assembly of the 34-subunit, 2.5 MDa 26S proteasome is a carefully choreographed intricate process. It starts with formation of a seven-membered α-ring that serves as a template for assembly of the complementary β-ring-forming 'half-proteasomes'. Dimerization results in a latent 20S core particle that can serve further as a platform for 19S regulatory particle attachment and formation of the biologically active 26S proteasome for ubiquitin-dependent proteolysis. Both general and dedicated proteasome assembly chaperones regulate the efficiency and outcome of critical steps in proteasome biogenesis, and in complex association

Charge Screening, Large-N, and the Abelian Projection Model of Confinement

We point out that the abelian projection theory of quark confinement is in conflict with certain large-N predictions. According to both large-N and lattice strong-coupling arguments, the perimeter law behavior of adjoint Wilson loops at large scales is due to charge-screening, and is suppressed relative to the area term by a factor of $1/N^2$. In the abelian projection theory, however, the perimeter law is due to the fact that $N-1$ out of $N^2-1$ adjoint quark degrees of freedom are (abelian) neutral and unconfined; the suppression factor relative to the area law is thus only $1/N$. We study numerically the behavior of Wilson loops and Polyakov lines with insertions of (abelian) charge projection operators, in maximal abelian gauge. It appears from our data that the forces between abelian charged, and abelian neutral adjoint quarks are not significantly different. We also show via the lattice strong-coupling expansion that, at least at strong couplings, QCD flux tubes attract one another, whereas vortices in type II superconductors repel.Comment: 20 pages (Latex), 8 figures, IFUP-TH 54/9

Structure and Metal Binding Properties of ZnuA, a Periplasmic Zinc Transporter from \u3cem\u3eEscherichia coli\u3c/em\u3e

ZnuA is the periplasmic Zn2+-binding protein associated with the high-affinity ATP-binding cassette ZnuABC transporter from Escherichia coli. Although several structures of ZnuA and its homologs have been determined, details regarding metal ion stoichiometry, affinity, and specificity as well as the mechanism of metal uptake and transfer remain unclear. The crystal structures of E. coli ZnuA (Eco-ZnuA) in the apo, Zn2+-bound, and Co2+-bound forms have been determined. ZnZnuA binds at least two metal ions. The first, observed previously in other structures, is coordinated tetrahedrally by Glu59, His60, His143, and His207. Replacement of Zn2+ with Co2+ results in almost identical coordination geometry at this site. The second metal binding site involves His224 and several yet to be identified residues from the His-rich loop that is unique to Zn2+ periplasmic metal binding receptors. Electron paramagnetic resonance and X-ray absorption spectroscopic data on CoZnuA provide additional insight into possible residues involved in this second site. The second site is also detected by metal analysis and circular dichroism (CD) titrations. Eco-ZnuA binds Zn2+ (estimated K d \u3c 20 nM), Co2+, Ni2+, Cu2+, Cu+, and Cd2+, but not Mn2+. Finally, conformational changes upon metal binding observed in the crystal structures together with fluorescence and CD data indicate that only Zn2+ substantially stabilizes ZnuA and might facilitate recognition of ZnuB and subsequent metal transfer