File Early, Then Free Ride: How Delaware Law (Mis)Shapes Shareholder Class Actions

Delaware courts have largely privatized enforcement of fiduciary duties in public corporations. In In re Fuqua Industries, Inc. Shareholder Litigation, Chancellor Chandler expressly acknowledged this judicial policy. He noted that Delaware courts implement it partly by allowing private attorneys, working on a contingent fee basis, to initiate and maintain derivative and class actions in the names of nominal shareholder plaintiffs. Attorneys are subject only to the relatively weak constraints that they must inform their clients and receive their consent before they file shareholder suits. Further, Delaware courts use cost and fee shifting mechanisms to economically incentivize those attorneys to initiate such suits. Chancellor Chandler also explained that Delaware courts have adopted this policy because they believe that the plaintiffs\u27 bar is capable of performing a valuable service on behalf of shareholders. Plaintiffs\u27 attorneys understand abstruse issues of corporate governance and fiduciary duties far better than do most shareholders. Consequently, they are uniquely qualified to identify situations in which principles of corporate governance have been violated or fiduciary duties have been breached and then to initiate lawsuits seeking corrective action

LeapFrog Residence

An interview with Charlie Weiss & Katherine Lawrenc

A thing of beauty: Structure and function of insulin's "aromatic triplet"

The classical crystal structure of insulin was determined in 1969 by D.C. Hodgkin et al. following a 35-year program of research. This structure depicted a hexamer remarkable for its self-assembly as a zinc-coordinated trimer of dimer. Prominent at the dimer interface was an "aromatic triplet" of conserved residues at consecutive positions in the B chain: PheB24 , PheB25 and TyrB26 . The elegance of this interface inspired the Oxford team to poetry: "A thing of beauty is a joy forever" (John Keats as quoted by Blundell, T.L., et al. Advances in Protein Chemistry 26:279-286 [1972]). Here, we revisit this aromatic triplet in light of recent advances in the structural biology of insulin bound as a monomer to fragments of the insulin receptor. Such co-crystal structures have defined how these side chains pack at the primary hormone-binding surface of the receptor ectodomain. On receptor binding, the B-chain β-strand (residues B24-B28) containing the aromatic triplet detaches from the α-helical core of the hormone. Whereas TyrB26 lies at the periphery of the receptor interface and may functionally be replaced by a diverse set of substitutions, PheB24 and PheB25 engage invariant elements of receptor domains L1 and αCT. These critical contacts were anticipated by the discovery of diabetes-associated mutations at these positions by Donald Steiner et al. at the University of Chicago. Conservation of PheB24 , PheB25 and TyrB26 among vertebrate insulins reflects the striking confluence of structure-based evolutionary constraints: foldability, protective self-assembly and hormonal activity

File Early, Then Free Ride: How Delaware Law (Mis)Shapes Shareholder Class Actions

Delaware courts have largely privatized enforcement of fiduciary duties in public corporations. In In re Fuqua Industries, Inc. Shareholder Litigation, Chancellor Chandler expressly acknowledged this judicial policy. He noted that Delaware courts implement it partly by allowing private attorneys, working on a contingent fee basis, to initiate and maintain derivative and class actions in the names of nominal shareholder plaintiffs. Attorneys are subject only to the relatively weak constraints that they must inform their clients and receive their consent before they file shareholder suits. Further, Delaware courts use cost and fee shifting mechanisms to economically incentivize those attorneys to initiate such suits. Chancellor Chandler also explained that Delaware courts have adopted this policy because they believe that the plaintiffs\u27 bar is capable of performing a valuable service on behalf of shareholders. Plaintiffs\u27 attorneys understand abstruse issues of corporate governance and fiduciary duties far better than do most shareholders. Consequently, they are uniquely qualified to identify situations in which principles of corporate governance have been violated or fiduciary duties have been breached and then to initiate lawsuits seeking corrective action

Expression of Epstein–Barr Virus–Encoded Small RNA (by the EBER-1 Gene) in Liver Specimens from Transplant Recipients with Post-Transplantation Lymphoproliferative Disease

Epstein-Barr virus (EBV)—associated post-transplantation lymphoproliferative disease (PTLD) develops in 1 to 10 percent of transplant recipients, in whom it can be treated by a reduction in the level of immunosuppression. We postulated that the tissue expression of the small RNA transcribed by the EBER-1 gene during latent EBV infection would identify patients at risk for PTLD. We studied EBER-1 gene expression in liver specimens obtained from 24 patients 2 days to 22 months before the development of PTLD, using in situ hybridization with an oligonucleotide probe. Control specimens were obtained from 20 recipients of allografts with signs of injury due to organ retrieval, acute graft rejection, or viral hepatitis in whom PTLD had not developed 9 to 71 months after the biopsy. Of the 24 patients with PTLD, 17 (71 percent) had specimens in which 1 to 40 percent of mononuclear cells were positive for the EBER-1 gene. In addition, 10 of these 17 patients (59 percent) had specimens with histopathological changes suggestive of EBV hepatitis. In every case, EBER-1—positive cells were found within the lymphoproliferative lesions identified at autopsy. Only 2 of the 20 controls (10 percent) had specimens with EBER-1—positive cells (P<0.001), and such cells were rare. EBER-1 gene expression in liver tissue precedes the occurrence of clinical and histologic PTLD. The possibility of identifying patients at risk by the method we describe here and preventing the occurrence of PTLD by a timely reduction of immunosuppression needs to be addressed by future prospective studies. (N Engl J Med 1992;327:1710–4.), POST-TRANSPLANTATION lymphoproliferative disease (PTLD), either polyclonal or monoclonal, complicates the clinical course of 1 to 10 percent of organ-transplant recipients.123 Immunohistochemical studies have demonstrated that the lymphoid cells within the lesions of PTLD almost invariably contain Epstein–Barr virus (EBV), primarily in a state of latent infection.4,5 The EBER-1 gene is expressed early during latent EBV infection and codes for a small messenger RNA (mRNA) expressed at up to 107 copies per cell.6 We and others have previously demonstrated the value of the detection of EBER-1 RNA for identifying EBV-infected cells in formalin-fixed paraffin-embedded tissues.7,8 In the current investigation, we used… © 1992, Massachusetts Medical Society. All rights reserved

Cytological Findings of 140 Bile Samples from Dogs and Cats and Associated Clinical Pathological Data

BACKGROUND: Cholecystocentesis can be part of the diagnostic workup of hepatobiliary disease in small animals, but literature on cytological evaluation of bile is scant. OBJECTIVES: To determine the diagnostic utility of cytological assessment of bile aspirates. ANIMALS: Fifty‐six and 78 client‐owned dogs and cats, respectively, with bile collected by cholecystocentesis and submitted to our diagnostic laboratory between 1999 and 2014. METHODS: Retrospective study describing cytological findings of bile, concurrent bacterial culture results, hematological and serum biochemical data, gallbladder biopsy results, as well as final diagnosis and complications after cholecystocentesis. RESULTS: Infectious agents were found in 30% of canine and 22% of feline bile aspirates, and inflammation in 5% and 19% respectively. Presence of microorganisms was more often detected on cytological examination (24%) than by culture (21%). The most common bacterial isolates were Escherichia coli and Enterococcus spp., isolated from 14.8% and 6.7% of cultured samples respectively. Only increased canine pancreatic lipase immunoreactivity concentration (cPLI) was significantly associated with the presence of microorganisms, inflammatory cells, or both in bile. Clinically relevant complications of cholecystocentesis occurred in 2 dogs. The majority of the animals undergoing cholecystocentesis suffered from hepatic, pancreatic, gastrointestinal disease, or a combination thereof. CONCLUSIONS AND CLINICAL IMPORTANCE: Cytological examination of bile is inexpensive and straightforward, and yields diagnostically relevant information that precedes and complements bacterial culture

Destruction of Value in the New Era of Chapter 11

The Bankruptcy Reform Act of 1978 placed corporate managers in control of corporate debtors in bankruptcy and of the bankruptcy process. Although the act remains law, between 2000 and 2001 it became common for creditors to control financially distressed firms and the bankruptcy process. This study tests whether the change from manager to creditor control created or exacerbated managerial incentive to delay filing for bankruptcy or gave secured creditors an opportunity to delay such filing. We observe a significant and prolonged deterioration in the financial condition of firms that filed for bankruptcy after 2001 as compared to firms that filed before 2000. We also observe patterns of operating losses and liquidations that suggest adverse economic consequences from such delay

Short range correlations and the isospin dependence of nuclear correlation functions

Pair densities and associated correlation functions provide a critical tool for introducing many-body correlations into a wide-range of effective theories. Ab initio calculations show that two-nucleon pair-densities exhibit strong spin and isospin dependence. However, such calculations are not available for all nuclei of current interest. We therefore provide a simple model, which involves combining the short and long separation distance behavior using a single blending function, to accurately describe the two-nucleon correlations inherent in existing ab initio calculations. We show that the salient features of the correlation function arise from the features of the two-body short-range nuclear interaction, and that the suppression of the pp and nn pair-densities caused by the Pauli principle is important. Our procedure for obtaining pair-density functions and correlation functions can be applied to heavy nuclei which lack ab initio calculations.Comment: 5 pages, 4 figure