Quieting the Sharholders\u27 Voice: Empirical Evidence of Pervasive Bundling in Proxy Solicitations

The integrity of shareholder voting is critical to the legitimacy of corporate law. One threat to this process is proxy “bundling,” or the joinder of more than one separate item into a single proxy proposal. Bundling deprives shareholders of the right to convey their views on each separate matter being put to a vote and forces them to either reject the entire proposal or approve items they might not otherwise want implemented. In this Paper, we provide the first comprehensive evaluation of the anti-bundling rules adopted by the Securities and Exchange Commission (“SEC”) in 1992. While we find that the courts have carefully developed a framework for the proper scope and application of the rules, the SEC and proxy advisory firms have been less vigilant in defending this instrumental shareholder right. In particular, we note that the most recent SEC interpretive guidance has undercut the effectiveness of the existing rules, and that, surprisingly, proxy advisory firms do not have well-defined heuristics to discourage bundling. Building on the theoretical framework, this Article provides the first large-scale empirical study of bundling of management proposals. We develop four possible definitions of impermissible bundling and, utilizing a data set of over 1,300 management proposals, show that the frequency of bundling in our sample ranges from 6.2 percent to 28.8 percent (depending on which of the four bundling definitions is used). It is apparent that bundling occurs far more frequently than indicated by prior studies. We further examine our data to report the items that are most frequently bundled and to analyze the proxy advisors’ recommendations and the voting patterns associated with bundled proposals. This Article concludes with important implications for the SEC, proxy advisors, and institutional investors as to how each party can more effectively deter impermissible bundling and thus better protect the shareholder franchise

Induced CNS expression of CXCL1 augments neurologic disease in a murine model of multiple sclerosis via enhanced neutrophil recruitment.

Increasing evidence points to an important role for neutrophils in participating in the pathogenesis of the human demyelinating disease MS and the animal model EAE. Therefore, a better understanding of the signals controlling migration of neutrophils as well as evaluating the role of these cells in demyelination is important to define cellular components that contribute to disease in MS patients. In this study, we examined the functional role of the chemokine CXCL1 in contributing to neuroinflammation and demyelination in EAE. Using transgenic mice in which expression of CXCL1 is under the control of a tetracycline-inducible promoter active within glial fibrillary acidic protein-positive cells, we have shown that sustained CXCL1 expression within the CNS increased the severity of clinical and histologic disease that was independent of an increase in the frequency of encephalitogenic Th1 and Th17 cells. Rather, disease was associated with enhanced recruitment of CD11b+ Ly6G+ neutrophils into the spinal cord. Targeting neutrophils resulted in a reduction in demyelination arguing for a role for these cells in myelin damage. Collectively, these findings emphasize that CXCL1-mediated attraction of neutrophils into the CNS augments demyelination suggesting that this signaling pathway may offer new targets for therapeutic intervention

Impaired heart rate recovery is associated with new-onset atrial fibrillation: a prospective cohort study

<p>Abstract</p> <p>Background</p> <p>Autonomic dysfunction appears to play a significant role in the development of atrial fibrillation (AF), and impaired heart rate recovery (HRR) during exercise treadmill testing (ETT) is a known marker for autonomic dysfunction. However, whether impaired HRR is associated with incident AF is unknown. We studied the association of impaired HRR with the development of incident AF, after controlling for demographic and clinical confounders.</p> <p>Methods</p> <p>We studied 8236 patients referred for ETT between 2001 and 2004, and without a prior history of AF. Patients were categorized by normal or impaired HRR on ETT. The primary outcome was the development of AF. Cox proportional hazards modeling was used to control for demographic and clinical characteristics. Secondary analyses exploring a continuous relationship between impaired HRR and AF, and exploring interactions between cardiac medication use, HRR, and AF were also conducted.</p> <p>Results</p> <p>After adjustment, patients with impaired HRR were more likely to develop AF than patients with normal HRR (HR 1.43, 95% confidence interval (CI) 1.06, 1.93). In addition, there was a linear trend between impaired HRR and AF (HR 1.05 for each decreasing BPM in HRR, 95% CI 0.99, 1.11). No interactions between cardiac medications, HRR, and AF were noted.</p> <p>Conclusion</p> <p>Patients with impaired HRR on ETT were more likely to develop new-onset AF, as compared to patients with normal HRR. These findings support the hypothesis that autonomic dysfunction mediates the development of AF, and suggest that interventions known to improve HRR, such as exercise training, may delay or prevent AF.</p

Disrupted CXCR2 Signaling in Oligodendroglia Lineage Cells Enhances Myelin Repair in a Viral Model of Multiple Sclerosis.

CXCR2 is a chemokine receptor expressed on oligodendroglia that has been implicated in the pathogenesis of neuroinflammatory demyelinating diseases as well as enhancement of the migration, proliferation, and myelin production by oligodendroglia. Using an inducible proteolipid protein (Plp) promoter-driven Cre-loxP recombination system, we were able to assess how timed ablation of Cxcr2 in oligodendroglia affected disease following intracranial infection with the neurotropic JHM strain of mouse hepatitis virus (JHMV). Generation of Plp-Cre-ER(T)::Cxcr2flox/flox transgenic mice (termed Cxcr2-CKO mice) allows for Cxcr2 to be silenced in oligodendrocytes in adult mice following treatment with tamoxifen. Ablation of oligodendroglia Cxcr2 did not influence clinical severity in response to intracranial infection with JHMV. Infiltration of activated T cells or myeloid cells into the central nervous system (CNS) was not affected, nor was the ability to control viral infection. In addition, the severity of demyelination was similar between tamoxifen-treated mice and vehicle-treated controls. Notably, deletion of Cxcr2 resulted in increased remyelination, as assessed by g-ratio (the ratio of the inner axonal diameter to the total outer fiber diameter) calculation, compared to that in vehicle-treated control mice. Collectively, our findings argue that CXCR2 signaling in oligodendroglia is dispensable with regard to contributing to neuroinflammation, but its deletion enhances remyelination in a preclinical model of the human demyelinating disease multiple sclerosis (MS).IMPORTANCE Signaling through the chemokine receptor CXCR2 in oligodendroglia is important for developmental myelination in rodents, while chemical inhibition or nonspecific genetic deletion of CXCR2 appears to augment myelin repair in animal models of the human demyelinating disease multiple sclerosis (MS). To better understand the biology of CXCR2 signaling on oligodendroglia, we generated transgenic mice in which Cxcr2 is selectively ablated in oligodendroglia upon treatment with tamoxifen. Using a viral model of neuroinflammation and demyelination, we demonstrate that genetic silencing of CXCR2 on oligodendroglia did not affect clinical disease, neuroinflammation, or demyelination, yet there was increased remyelination. These findings support and extend previous findings suggesting that targeting CXCR2 may offer a therapeutic avenue for enhancing remyelination in patients with demyelinating diseases

Should providers encourage realistic weight expectations and satisfaction with lost weight in commercial weight loss programs? a preliminary study

Background Attrition is a problem among patients who participate in commercial weight loss programs. One possible explanation is that if patients are unable to reach a weight that they expect to achieve, they may be more likely to drop out of treatment. This study investigated variables associated with attrition among 30 obese patients who completed a liquid meal replacement program (LMR) and enrolled in a 52-week Small Changes Maintenance intervention (SCM). Patients lost a median 18% of body weight during LMR and completed assessments about weight expectations and weight satisfaction pre- and post-SCM. Findings Of the 30 patients who started SCM, 8 (27%) were lost to attrition. Odds of SCM attrition were higher in patients who lost ≤ 18.2% of pre-LMR weight (OR: 12.25, P = 0.035), had lower satisfaction (≤7) pre-SCM (OR: 10.11, P = 0.040), and who expected further weight loss of 9.1 kg or more pre-SCM (OR: 10.11, P = 0.040). SCM completers significantly increased weight loss expectations by a median of 2.3 kg from pre-SCM to post-SCM (WSR P = 0.049) that paralleled weight regained post-SCM (2.7 kg). Conclusions After completion of a medically-supervised commercial weight loss program, patients with the greatest expectations for further weight loss and the lowest weight satisfaction were more likely to drop out of SCM. Failure to participate in maintenance treatment may lead to regain of greater than half of lost weight over the next year. Among SCM completers, lower expectations for further weight loss and greater weight satisfaction appeared to be associated with continued engagement in maintenance treatment

\u3ci\u3eMycobacterium bovis \u3c/i\u3ein Coyotes from Michigan

During a survey for tuberculosis in wild carnivores and omnivores, Mycobacteriurn bovis was cultured from pooled lymph nodes of three adult female coyotes (Canis latrans) harvested by hunters in Michigan (USA). No gross or histologic lesions suggestive of tuberculosis were seen in these animals. One coyote was taken from Montmorency county and two coyotes from Alcona county located in the northeastern portion of Michigan’s Lower Peninsula where free-ranging white-tailed deer (Odocoileus virginianus) have been found infected with bovine tuberculosis. It is thought that these coyotes became infected with M. bovis through the consumption of tuberculous deer. Other species included in the survey were the opossum (Didelphis virginiana), raccoon (Procyon lotor), red fox (Vulpes vulpes), bobcat (Felis rufus), and badger (Taxidea taxus)

The Outbursts and Orbit of the Accreting Pulsar GS 1843-02=1845-024

We present observations of a series of 10 outbursts of pulsed hard X-ray flux from the transient 10.6 mHz accreting pulsar GS 1843-02, using the Burst and Transient Source Experiment on the Compton Gamma Ray Observatory. These outbursts occurred regularly every 242 days, coincident with the ephemeris of the periodic transient GRO J1849-03, which has recently been identified with the SAS 3 source 2S 1845-024. Our pulsed detection provides the first clear identification of GS 1843-02 with 2S 1845-024. We present a pulse timing analysis that shows that the 2S 1845-024 outbursts occur near the periastron passage of the neutron star's highly eccentric (e=0.88 ± 0.01) 242.18 ± 0.01 day period binary orbit about a high-mass (M_c>7 M_☉) companion. The orbit and transient outburst pattern strongly suggest that the pulsar is in a binary system with a Be star. Our observations show a long-term spin-up trend, with most of the spin-up occurring during the outbursts. From the measured spin-up rates and inferred luminosities we conclude that an accretion disk is present during the outbursts

AXTAR: Mission Design Concept

The Advanced X-ray Timing Array (AXTAR) is a mission concept for X-ray timing of compact objects that combines very large collecting area, broadband spectral coverage, high time resolution, highly flexible scheduling, and an ability to respond promptly to time-critical targets of opportunity. It is optimized for submillisecond timing of bright Galactic X-ray sources in order to study phenomena at the natural time scales of neutron star surfaces and black hole event horizons, thus probing the physics of ultradense matter, strongly curved spacetimes, and intense magnetic fields. AXTAR's main instrument, the Large Area Timing Array (LATA) is a collimated instrument with 2-50 keV coverage and over 3 square meters effective area. The LATA is made up of an array of supermodules that house 2-mm thick silicon pixel detectors. AXTAR will provide a significant improvement in effective area (a factor of 7 at 4 keV and a factor of 36 at 30 keV) over the RXTE PCA. AXTAR will also carry a sensitive Sky Monitor (SM) that acts as a trigger for pointed observations of X-ray transients in addition to providing high duty cycle monitoring of the X-ray sky. We review the science goals and technical concept for AXTAR and present results from a preliminary mission design study.Comment: 19 pages, 10 figures, to be published in Space Telescopes and Instrumentation 2010: Ultraviolet to Gamma Ray, Proceedings of SPIE Volume 773