Minority Shareholders and Direct Suits in Closely Held Corporations Where Derivative Suits Are Impractical: Durham v. Durham

[Excerpt] “Suppose A, B, and C are the sole shareholders and directors of a corporation. A and B have used corporate funds for their own personal use and such use has depleted the corporation’s assets. C now wishes to commence a legal proceeding to recover the damages. Should C be forced to recover through a derivative suit brought on behalf of the corporation just because the depletion of the corporate assets affected all of the shareholders and not just C? Not necessarily. In Durham v. Durham, the Supreme Court of New Hampshire permitted a minority shareholder, in a closely held corporation, to bring a direct suit against a corporation’s officers, even though the injury suffered was incurred by the entire corporation. Prior to this decision, New Hampshire had only addressed the requirements for bringing a direct suit in a regular, or widely held, corporation. In allowing the direct suit, the Durham court followed a minority view and adopted a standard provided by the American Law Institute’s (ALI) Principles of Corporate Governance. Many jurisdictions have declined to take this step. Rather, those jurisdictions insist that shareholders meet derivative pleading requirements set forth by their respective state laws, reasoning that such requirements create uniformity and predictability essential to corporate decision making. In addition, many of the states that refuse to allow direct suits by a shareholder against a closely held corporation expressly reject the standard provided by the ALI. This Note examines both the minority and majority views and justifies New Hampshire’s decision to allow minority shareholders to bypass derivative pleading requirements and bring a direct action allowing them to recover personally. This Note further suggests that in the context of closely held corporations, direct actions may provide minority shareholders their only chance to receive adequate compensation for injuries they have suffered. The remainder of this Section explains the differences between derivative and direct suits, as well as differences between widely held and closely held corporations. Part II will set forth the facts, arguments, and holding from Durham and explain why that decision was warranted. Part III will discuss cases from jurisdictions which decline to adopt the ALI standard and refuse to allow direct actions in closely held corporations. Part IV will provide an analysis of the two conflicting views and suggest that those jurisdictions that have rejected the ALI’s proposal should reconsider. Finally, Part V will briefly conclude.

Alien Registration- Tanguay, M. Olivine (Waterville, Kennebec County)

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A minor alternative transcript of the fumarylacetoacetate hydrolase gene produces a protein despite being likely subjected to nonsense-mediated mRNA decay

BACKGROUND: Coupling of alternative splicing with nonsense-mediated mRNA decay (NMD) may regulate gene expression. We report here the identification of a nonsense alternative transcript of the fumarylacetoacetate hydrolase (fah) gene, which produces a protein despite the fact that it is subject to NMD. RESULTS: During the characterization of the effects of the W262X nonsense mutation on FAH mRNA metabolism, two alternative transcripts (del100 and del231) of the fah gene were identified. Del100 lacks exon 8 and as a consequence, the reading frame is shifted and a premature termination codon appears at the 3'end of exon 10. Exons 8 and 9 are skipped in del231, without any disruption of the reading frame. Specific amplification of these transcripts demonstrate that they are produced through minor alternative splicing pathways, and that they are not caused by the W262X mutation per se. As shown with an antiserum raised against the C-terminal part of the putative DEL100 protein, the del100 transcript produces a protein, expressed at different levels in various human tissues. Interestingly, the del100 transcript seems to be subjected to nonsense-mediated mRNA decay, as its level was stabilized following a cycloheximide treatment. CONCLUSIONS: The del100 and del231 transcripts arise due to minor alternative splicing pathways and del100 is likely subjected to nonsense-mediated mRNA decay. However the remaining amount of transcript seems sufficient to produce a protein in different human tissues. This suggests that NMD has a broader role than simply eliminating aberrant transcripts and when coupled to alternative splicing, may act to modulate gene expression, by allowing the production of low amounts of protein

Expression of the Hsp23 chaperone during Drosophila embryogenesis: association to distinct neural and glial lineages

BACKGROUND: In addition to their strong induction following stress, small heat shock proteins (Hsp) are also expressed during development in a wide variety of organisms. However, the precise identity of cell(s) expressing these proteins and the functional contribution of small heat shock proteins in such developmental context remain to be determined. The present study provides a detailed description of the Drosophila small heat shock protein Hsp23 expression pattern during embryogenesis and evaluates its functional contribution to central nervous system development. RESULTS: Throughout embryogenesis, Hsp23 is expressed in a stage-specific manner by a restricted number of neuronal and glial lineages of the central nervous system. Hsp23 is also detected in the amnioserosa and within a single lateral chordotonal organ. Its expression within the MP2 lineage does not require the presence of a functional midline nor the activity of the Notch signaling pathway. Transactivation assays demonstrate that transcription factors implicated in the differentiation of the midline also regulate hsp23 promoter activity. Phenotypic analysis of a transgenic line exhibiting loss of Hsp23 expression in the central nervous system suggests that Hsp23 is not required for development and function of this tissue. Likewise, its overexpression does not cause deleterious effects, as development remains unaffected. CONCLUSIONS: Based on the presented data, we suggest that the tightly regulated developmental expression of Hsp23 is not actively involved in cell differentiation and central nervous system development per se but rather reflects a putative role in preventive "pre-stress" neuroprotection or in non-vital process(es) common to the identified cell lineages

Dietary Intake in NCAA Division IA Football Players During the Off-Season

Off-season football player interaction with athletic personnel is limited and may result in the athletes’ diets not meeting current ACSM guidelines for macronutrient intake or recommendations for key micronutrients, having a negative impact on performance and health. Purpose: To examine the dietary intake of NCAA Division IA football players during the summer off-season to determine if ACSM nutrition guidelines were being met. Methods: Fifty-nine NCAA Division IA football players (20 ± 2 yrs, 186.7 ± 6.4 cm, 102.9 ± 18.5 kg) completed a 24 hour dietary recall administered by a Registered Dietitian. Recalls were obtained during the summer off-season when players were not required to participate in scheduled practice or conditioning workouts. Diets were analyzed for nutrient content using Nutribase 8.0 software. Acceptable intake of micronutrients defined as \u3e 75% Dietary Reference Intake (DRI). Results: All players met (22%) or exceeded (78%) the recommendation for % calories from fat. Carbohydrate intake was not met by 54 players (92%), while 42 (71%) met or exceeded guidelines for protein intake. Results of selected micronutrient analyses are shown in the table. Micronutrients Vitamin B1 Vitamin B2 Vitamin B3 Vitamin B5 Vitamin B6 Folate Vitamin B12 Biotin Frequency \u3e 75% DRI (n = 59) 45 57 21 31 56 21 56 8 % of n 76% 97% 36% 53% 95% 36% 95% 14% Micronutrients Vitamin C Vitamin D Vitamin E Calcium Magnesium Iron Selenium Zinc Frequency \u3e 75% DRI (n = 59) 24 15 9 48 7 58 49 45 % of n 41% 25% 15% 81% 12% 98% 83% 76% Conclusion: The majority of football players in the off season met or exceeded current protein and fat guidelines, while not consuming adequate carbohydrates. Most micronutrient intakes did not reach current recommendations suggesting players need to be further educated on the performance-related benefits of appropriately balanced diets

A Missense Mutation (Q279R) in the Fumarylacetoacetate Hydrolase Gene, Responsible for Hereditary Tyrosinemia, Acts as a Splicing Mutation

Background: Tyrosinemia type I, the most severe disease of the tyrosine catabolic pathway is caused by a deficiency in fumarylacetoacetate hydrolase (FAH). A patient showing few of the symptoms associated with the disease, was found to be a compound heterozygote for a splice mutation, IVS6-1g->t, and a putative missense mutation, Q279R. Analysis of FAH expression in liver sections obtained after resection for hepatocellular carcinoma revealed a mosaic pattern of expression. No FAH was found in tumor regions while a healthy region contained enzymeexpressing nodules. Results: Analysis of DNA from a FAH expressing region showed that the expression of the protein was due to correction of the Q279R mutation. RT-PCR was used to assess if Q279R RNA was produced in the liver cells and in fibroblasts from the patient. Normal mRNA was found in the liver region where the mutation had reverted while splicing intermediates were found in nonexpressing regions suggesting that the Q279R mutation acted as a splicing mutation in vivo. Sequence of transcripts showed skipping of exon 8 alone or together with exon 9. Using minigenes in transfection assays, the Q279R mutation was shown to induce skipping of exon 9 when placed in a constitutive splicing environment. Conclusion: These data suggest that the putative missense mutation Q279R in the FAH gene acts as a splicing mutation in vivo. Moreover FAH expression can be partially restored in certain liver cells as a result of a reversion of the Q279R mutation and expansion of the corrected cells

Test, Trace, and Isolate: Covid-19 and the Canadian Constitution

Contact tracing is essential to controlling the spread of infectious disease and plays a central role in plans to safely loosen Covid-19 physical distancing measures and begin to reopen the economy. Contact tracing apps, used in conjunction with established human contact tracing methods, could serve as part of Canada’s “test, trace, and isolate” strategy. In this brief, we consider the potential benefits of using contract tracing apps to identify people who have been exposed to Covid-19, as well as the limitations of using this technology. We also consider the privacy implications of different app design choices. Finally, we consider how the privacy impacts of contact tracing apps could be evaluated under the Canadian Charter of Rights and Freedoms, which provides a framework for balancing competing rights and interests. We argue that so long as apps are carefully constructed and the information they reveal is appropriately safeguarded, tracing apps may have a role to play in the response of a free and democratic society to the Covid 19 pandemic. 1. Improving the Efficiency of Human Contact Tracing: The public health goal of a contact tracing app should be to integrate with human contact tracing and make it more efficient rather than replace it. We need to keep humans in the loop to ensure accuracy and to maintain the important social functions of contact tracing, which includes educating people about risks and helping them access social supports. 2. Privacy Choices: Currently, the most privacy-protective design for contact tracing apps makes use of proximity data (via Bluetooth) through a decentralized design. This method is receiving significant technical support from Apple and Google. However, this method fails to integrate with the human contact tracing system. Other options, such as the use of location logs or a centralized registration system, are more aligned with the public health goal of integration with human contact tracing but raise additional privacy questions. In addition to the constitutional questions raised by these privacy choices, there are two important considerations. First, social trust is important. If individuals do not feel comfortable with using a particular contact tracing app there will not be the large-scale uptake needed to make these an effective addition to human contact tracing. Second, due to various technical challenges, it is difficult to make effective contact tracing apps utilizing proximity data unless one uses the method supported by Apple and Google. However, Google and Apple prohibit app developers both from utilizing centralized methods and from utilizing location data. 3. Constitutional Balancing: Our privacy commissioners have discussed the need to assess these privacy choices according to the principles of necessity and proportionality. The Canadian Charter provides an important framework for thinking about these principles as it provides us with a framework for how to balance rights and interests in a free and democratic society. The Charter requires that we choose the most privacy-protective app design that meets the public health goal, so long as the benefits of meeting this goal outweigh its deleterious effects on privacy. This requires a reasonable belief in the efficacy of such an app. It also requires an assessment of the nature of the benefits, which are not just the economic benefits of reopening the economy. The currently prevailing restrictions on movement and work are themselves limitations of basic rights and liberties. Individuals who self-isolate in situations of poverty, precarious housing, mental health challenges, abusive relationships, or other vulnerabilities face challenges that affect their security of the person. There are also broader effects on equality and human flourishing. If contact tracing, enhanced by an app, reduces the need for restrictions in the form of self-isolation, it promotes other Charter rights and values (e.g., security of the person) which must be balanced against the potential infringement of privacy rights

Early quantitative coronary angiography of saphenous vein grafts for coronary artery bypass grafting harvested by means of open versus endoscopic saphenectomy: a prospective randomized trial

AbstractObjectiveEndoscopic saphenectomy is associated with a decreased incidence of wound complications without an increase in histologic trauma or endothelial dysfunction in published reports. Concern remains about the patency of saphenous vein grafts harvested endoscopically and the development of early intimal hyperplasia. The purpose of this study was to compare early quantitative coronary analysis of saphenous vein grafts used for coronary artery bypass grafting harvested with the open versus endoscopic techniques.MethodsForty patients undergoing primary coronary artery bypass grafting surgery with at least 1 saphenous vein graft were randomized preoperatively to open versus endoscopic saphenectomy with bipolar cauterization of side branches. Quantitative coronary angiography was performed a mean of 3 months (range, 1-9 months) after the operation.ResultsThere was no statistically significant difference in the patency rates of internal thoracic artery grafts between the open and endoscopic groups and no statistically significant difference in the patency rates of saphenous vein grafts between both groups (85.2% vs 84.4%, P = .991). Quantitative coronary angiography showed no difference in graft stenosis (≥50% of the internal diameter of the graft) in the body of the saphenous vein grafts in the open versus endoscopic saphenectomy groups (3.7% vs 0%, P = .280).ConclusionAngiographic appearance and patency rates of saphenous vein grafts harvested with the endoscopic technique are similar to those of saphenous vein grafts harvested with the open technique. These results support the use of endoscopic saphenectomy because of the known lower incidence of wound and infectious complications and superior functional results

Functional SNPs in HSPA1A Gene Predict Risk of Coronary Heart Disease

Background: HSP70 plays crucial roles in endothelial cell apoptosis, which is involved in the early phase and progress of coronary heart disease (CHD). However, the association between polymorphisms of HSP70 genes and the risk of CHD still remains unclear. Our aim was to determine whether genetic variants in the HSPA1A gene are associated with the risk of CHD. Methodology/Principal Findings: By resequencing and genotyping, the associations of 2 single nucleotide polymorphisms (SNPs) +190G/C (rs1043618) and −110A/C (rs1008438) in the HSPA1A gene with risk of CHD were determined in a 1,003 pairs case-control study. The SNP function was further analyzed using a luciferase reporter assay in two cell lines. The results indicated that +190CC genotype was associated with significantly higher risk of CHD when compared with +190GG genotype (OR = 1.56, 95% CI: 1.10–2.20, P = 0.012), while association between −110A/C polymorphism and CHD was not statistically significant (P greater than 0.05). However, the −110C/+190C haplotype had a significantly higher risk of CHD when compared with the −110A/+190G haplotype (OR = 1.17, 95% CI: 1.01–1.34, P = 0.031). Luciferase reporter assays showed that the +190C allele resulted in 14%∼45% reduction in luciferase expression in endothelial and non-endothelial cells when compared with the +190G allele. Conclusions/Significance: The identified genetic variants in the HSPA1A gene combinatorially contribute towards the susceptibility to CHD likely by affecting the level of synthesis of HSP70. This study may provide useful markers for identification of subjects at risk for CHD