The Nireco Poison Pill: The Impact of a Court Injunction

The emergence of a market for corporate control in Japan is a phenomenon that many commentators on Japan’s business and legal environs had been anticipating since the turn of the new millennium. A gradual decline in corporate crossshareholding and stable shareholding by financial institutions along with a concomitant increase in foreign and individual shareholders, a significant number of inefficient firms still being affected by Japan’s prolonged recession until recent years and trading at prices below their market value, and Commercial Code revisions making the legal environment more conducive to merger and acquisition activity and providing for more flexible restructuring mechanisms, all pointed to a potential hostile takeover trend akin to that which occurred in the United States during the 1980s. However, it was not until early 2005, when Takafumi Horie, CEO of the internet firm Livedoor, made an unsolicited bid for majority control over Nippon Broadcasting System, Inc., that the hostile-takeover era seemed to have officially arrived upon Japan’s doorstep. The ensuing media frenzy surrounding the rare hostile takeover attempt and the eventual decision by the Tokyo District Court to block Nippon Broadcasting System, Inc.’s issuance of stock purchase warrants to a friendly shareholder to thwart the takeover attempt compelled Japan’s government and business sectors into action. The result was a wide embrace of an ntitakeover mechanism commonly known as the “poison pill.” A Japanese manufacturer of hi-tech measuring devices was the first to officially act, when on March 14, 2005, just days after the Tokyo District Court’s first ruling in the Nippon Broadcasting case and a couple of months before the Japanese government would respond with its recommendations on the adoption of anti-takeover mechanisms, the board of directors of Nireco Co. voted to adopt a poison pill as a preliminary antitakeover device. The Nireco poison pill authorized the issuance of stock purchase warrants to the company’s current shareholders. These warrants could be exercised to dilute a hostile bidder’s shareholding in circumstances where the board of directors deems the acquisition not to be in the long-term interests of the company. However, the Nireco poison pill did not go unchallenged. On May 9, 2005, an investment fund owning 6.8% of Nireco’s outstanding shares filed a petition for a provisional injunction against the poison pill, arguing that the issuance of stock purchase warrants in the absence of a hostile bidder was grossly unfair because it would cause unforeseen financial harm to existing shareholders as well as to future shareholders. This Article focuses upon the attempt by Nireco’s board of directors to implement what would have been Japan’s first poison pill and the subsequent decision by the Tokyo courts to enjoin the preliminary anti-takeover device as grossly unfair. The authors examine the substantive and procedural characteristics of the poison pill, including the deficiencies prompting the Tokyo District Court to block Nireco its implementation, as well as the potential impact of the ourt’s decision on future business practice in Japan. By placing the court’s decision in the Nireco case within the history of jurisprudence relating to corporate issuances of new shares or stock purchase warrants challenged as grossly unfair under Japan’s Commercial Code, now the Company law, the authors seek to emphasize (1) the court’s shift away from the main purpose rule standard of judgment in favor of a reasonable means standard for evaluating anti-takeover mechanisms, whether adopted in the face of a hostile acquirer or simply as a preliminary anti-takeover device; (2) the court’s addition of pure economic harm to the list of potential harms to shareholders; and (3) lingering questions regarding the role of the general shareholder meeting in approving an anti-takeover mechanism. While the authors eschew any strong stance on the appropriateness of the poison pill within Japan’s corporate governance structure, they do predict that the judiciary will play a prominent role in the future development of anti-takeover mechanisms like the poison pill, in part due to the developments in the Nireco case

A Slow Merger History of Field Galaxies Since z~1

Using deep infrared observations conducted with the CISCO imager on the Subaru Telescope, we investigate the field-corrected pair fraction and the implied merger rate of galaxies in redshift survey fields with Hubble Space Telescope imaging. In the redshift interval, 0.5 < z < 1.5, the fraction of infrared-selected pairs increases only modestly with redshift to 7% +- 6% at z~1. This is nearly a factor of three less than the fraction, 22% +- 8%, determined using the same technique on HST optical images and as measured in a previous similar study. Tests support the hypothesis that optical pair fractions at z~1 are inflated by bright star-forming regions that are unlikely to be representative of the underlying mass distribution. By determining stellar masses for the companions, we estimate the mass accretion rate associated with merging galaxies. At z~1, we estimate this to be 2x10^{9 +- 0.2} solar masses per galaxy per Gyr. Although uncertainties remain, our results suggest that the growth of galaxies via the accretion of pre-existing fragments remains as significant a phenomenon in the redshift range studied as that estimated from ongoing star formation in independent surveys.Comment: 5 pages, accepted for publication in ApJ Letter

A Low CMB Quadrupole from Dark Energy Isocurvature Perturbations

We explicate the origin of the temperature quadrupole in the adiabatic dark energy model and explore the mechanism by which scale invariant isocurvature dark energy perturbations can lead to its sharp suppression. The model requires anticorrelated curvature and isocurvature fluctuations and is favored by the WMAP data at about the 95% confidence level in a flat scale invariant model. In an inflationary context, the anticorrelation may be established if the curvature fluctuations originate from a variable decay rate of the inflaton; such models however tend to overpredict gravitational waves. This isocurvature model can in the future be distinguished from alternatives involving a reduction in large scale power or modifications to the sound speed of the dark energy through the polarization and its cross correlation with the temperature. The isocurvature model retains the same polarization fluctuations as its adiabatic counterpart but reduces the correlated temperature fluctuations. We present a pedagogical discussion of dark energy fluctuations in a quintessence and k-essence context in the Appendix.Comment: 16 pages, 12 figures, typos in Table 1 correcte

Incidental placental choriocarcinoma in a term pregnancy: a case report

<p>Abstract</p> <p>Introduction</p> <p>Gestational choriocarcinoma occurs in 1 in 40,000 pregnancies. Of all forms of gestational choriocarcinoma, placental choriocarcinoma is the most rare. Maternal choriocarcinoma is usually diagnosed in symptomatic patients with metastases. The incidental finding of a choriocarcinoma confined to the placenta with no evidence of dissemination to the mother, or infant is the least common scenario.</p> <p>Case presentation</p> <p>The patient is an 18 year-old Gravida 1 Para 1 African American female who delivered a viable 3641 g female infant at 39 weeks gestation. Her pregnancy course was complicated by gestational hypertension during the third trimester. Her placenta revealed intraplacental choriocarcinoma. She was then followed closely by the Gynecologic Oncology service with a weekly serum beta human chorionic gonadotropin value. Beta human chorionic gonadotropin values dropped from 3070 mIU/ml to less than 2 mIU/ml two months post partum. No chemotherapy was initiated. Metastasis was ruled out by chest x-ray and whole body computed tomography scan. To date, both mother and baby are well.</p> <p>Conclusion</p> <p>Due to the potential fatal outcome of placental choriocarcinoma, careful evaluation of both mother and infant after the diagnosis is made is important. The incidence of placental choriocarcinoma may actually be higher than expected since it is not routine practice to send placentas for pathological evaluation after a normal spontaneous delivery. The obstetrician, pathologist, and pediatrician should have an increased awareness of placental choriocarcinoma and its manifestations.</p

Density perturbations in the brane-world

In Randall-Sundrum-type brane-world cosmologies, density perturbations generate Weyl curvature in the bulk, which in turn backreacts on the brane via stress-energy perturbations. On large scales, the perturbation equations contain a closed system on the brane, which may be solved without solving for the bulk perturbations. Bulk effects produce a non-adiabatic mode, even when the matter perturbations are adiabatic, and alter the background dynamics. As a consequence, the standard evolution of large-scale fluctuations in general relativity is modified. The metric perturbation on large-scales is not constant during high-energy inflation. It is constant during the radiation era, except at most during the very beginning, if the energy is high enough.Comment: Additional arguments and minor corrections; version accepted by Phys. Rev.

Correlated perturbations from inflation and the cosmic microwave background

We compare the latest cosmic microwave background data with theoretical predictions including correlated adiabatic and CDM isocurvature perturbations with a simple power-law dependence. We find that there is a degeneracy between the amplitude of correlated isocurvature perturbations and the spectral tilt. A negative (red) tilt is found to be compatible with a larger isocurvature contribution. Estimates of the baryon and CDM densities are found to be almost independent of the isocurvature amplitude. The main result is that current microwave background data do not exclude a dominant contribution from CDM isocurvature fluctuations on large scales.Comment: 5 pages, revtex, 3 figures. V3 - DASI data added and reionization taken into account. New figure 2. Matches version to appear in PR

Birthweight and risk markers for type 2 diabetes and cardiovascular disease in childhood: the Child Heart and Health Study in England (CHASE).

AIMS/HYPOTHESIS: Lower birthweight (a marker of fetal undernutrition) is associated with higher risks of type 2 diabetes and cardiovascular disease (CVD) and could explain ethnic differences in these diseases. We examined associations between birthweight and risk markers for diabetes and CVD in UK-resident white European, South Asian and black African-Caribbean children. METHODS: In a cross-sectional study of risk markers for diabetes and CVD in 9- to 10-year-old children of different ethnic origins, birthweight was obtained from health records and/or parental recall. Associations between birthweight and risk markers were estimated using multilevel linear regression to account for clustering in children from the same school. RESULTS: Key data were available for 3,744 (66%) singleton study participants. In analyses adjusted for age, sex and ethnicity, birthweight was inversely associated with serum urate and positively associated with systolic BP. After additional height adjustment, lower birthweight (per 100 g) was associated with higher serum urate (0.52%; 95% CI 0.38, 0.66), fasting serum insulin (0.41%; 95% CI 0.08, 0.74), HbA1c (0.04%; 95% CI 0.00, 0.08), plasma glucose (0.06%; 95% CI 0.02, 0.10) and serum triacylglycerol (0.30%; 95% CI 0.09, 0.51) but not with BP or blood cholesterol. Birthweight was lower among children of South Asian (231 g lower; 95% CI 183, 280) and black African-Caribbean origin (81 g lower; 95% CI 30, 132). However, adjustment for birthweight had no effect on ethnic differences in risk markers. CONCLUSIONS/INTERPRETATION: Birthweight was inversely associated with urate and with insulin and glycaemia after adjustment for current height. Lower birthweight does not appear to explain emerging ethnic difference in risk markers for diabetes

The Look-back Time Evolution of Far-Ultraviolet Flux from the Brightest Cluster Elliptical Galaxies at z < 0.2

We present the GALEX UV photometry of the elliptical galaxies in Abell clusters at moderate redshifts (z < 0.2) for the study of the look-back time evolution of the UV upturn phenomenon. The brightest elliptical galaxies (M_r < -22) in 12 remote clusters are compared with the nearby giant elliptical galaxies of comparable optical luminosity in the Fornax and Virgo clusters. The sample galaxies presented here appear to be quiescent without signs of massive star formation or strong nuclear activity, and show smooth, extended profiles in their UV images indicating that the far-UV (FUV) light is mostly produced by hot stars in the underlying old stellar population. Compared to their counterparts in nearby clusters, the FUV flux of cluster giant elliptical galaxies at moderate redshifts fades rapidly with ~ 2 Gyrs of look-back time, and the observed pace in FUV - V color evolution agrees reasonably well with the prediction from the population synthesis models where the dominant FUV source is hot horizontal-branch stars and their progeny. A similar amount of color spread (~ 1 mag) in FUV - V exists among the brightest cluster elliptical galaxies at z ~ 0.1, as observed among the nearby giant elliptical galaxies of comparable optical luminosity.Comment: Accepted for publication in the Special GALEX ApJ Supplement, December 200

Observational constraints on the curvaton model of inflation

Simple curvaton models can generate a mixture of of correlated primordial adiabatic and isocurvature perturbations. The baryon and cold dark matter isocurvature modes differ only by an observationally null mode in which the two perturbations almost exactly compensate, and therefore have proportional effects at linear order. We discuss the CMB anisotropy in general mixed models, and give a simple approximate analytic result for the large scale CMB anisotropy. Working numerically we use the latest WMAP observations and a variety of other data to constrain the curvaton model. We find that models with an isocurvature contribution are not favored relative to simple purely adiabatic models. However a significant primordial totally correlated baryon isocurvature perturbation is not ruled out. Certain classes of curvaton model are thereby ruled out, other classes predict enough non-Gaussianity to be detectable by the Planck satellite. In the appendices we review the relevant equations in the covariant formulation and give series solutions for the radiation dominated era.Comment: Minor changes and corrections to match version accepted by PR