A director's fiduciary duty of disclosure: the case(s) against

Beth Nosworth

Feasibility study ASCS remote sensing/compliance determination system

A short-term technical study was performed by the MSC Earth Observations Division to determine the feasibility of the proposed Agricultural Stabilization and Conservation Service Automatic Remote Sensing/Compliance Determination System. For the study, the term automatic was interpreted as applying to an automated remote-sensing system that includes data acquisition, processing, and management

Stellar occultations enable milliarcsecond astrometry for Trans-Neptunian objects and Centaurs

Trans-Neptunian objects (TNOs) and Centaurs are remnants of our planetary system formation, and their physical properties have invaluable information for evolutionary theories. Stellar occultation is a ground-based method for studying these small bodies and has presented exciting results. These observations can provide precise profiles of the involved body, allowing an accurate determination of its size and shape. The goal is to show that even single-chord detections of TNOs allow us to measure their milliarcsecond astrometric positions in the reference frame of the Gaia second data release (DR2). Accurated ephemerides can then be generated, allowing predictions of stellar occultations with much higher reliability. We analyzed data from stellar occultations to obtain astrometric positions of the involved bodies. The events published before the Gaia era were updated so that the Gaia DR2 catalog is the reference. Previously determined sizes were used to calculate the position of the object center and its corresponding error with respect to the detected chord and the International Celestial Reference System (ICRS) propagated Gaia DR2 star position. We derive 37 precise astrometric positions for 19 TNOs and 4 Centaurs. Twenty-one of these events are presented here for the first time. Although about 68\% of our results are based on single-chord detection, most have intrinsic precision at the submilliarcsecond level. Lower limits on the diameter and shape constraints for a few bodies are also presented as valuable byproducts. Using the Gaia DR2 catalog, we show that even a single detection of a stellar occultation allows improving the object ephemeris significantly, which in turn enables predicting a future stellar occultation with high accuracy. Observational campaigns can be efficiently organized with this help, and may provide a full physical characterization of the involved object.Comment: 16 pages, 28 figures. The manuscript was accepted and is to be publishe

Evidence of an Antimicrobial-Immunomodulatory Role of Atlantic Salmon Cathelicidins during Infection with Yersinia ruckeri

Cathelicidins are a family of antimicrobial peptides that act as effector molecules of the innate immune system with broad-spectrum antimicrobial properties. These evolutionary conserved cationic host-defence peptides are integral components of the immune response of fish, which are generally believed to rely heavily on innate immune defences to invading pathogens. In this study we showed that Atlantic salmon cathelicidin 1 and 2 (asCATH1 and asCATH2) stimulated peripheral blood leukocytes increasing the transcription of the chemokine interleukin-8. Further, functional differences were identified between the two cathelicidins. In the presence of serum, asCATH1 displayed greatly diminished host haemolytic activity, while the constitutively expressed asCATH2 had no haemolytic activity with or without serum. These findings support our hypothesis that fish cathelicidins exert their primary antimicrobial action at the site of pathogen invasion such as epithelial surfaces. Further, we hypothesise that like their mammalian counterparts in the presence of serum they act as mediators of the innate and adaptive immune response via the release of cytokines thus indirectly protecting against a variety of pathogens. We highlight the importance of this immunomodulatory role from the involvement of asCATHs during an infection with the fish pathogen Yersinia ruckeri. While we were able to demonstrate in vitro that asCATH1 and 2, possessed direct microbicidal activity against the fish pathogen, Vibrio anguillarum, and a common gram negative bacterium, Escherichia coli, little or no bactericidal activity was found against Y. ruckeri. The contribution of either asCATH in the immune response or as a potential virulence factor during yersiniosis is highlighted from the increased expression of asCATH1 and 2 mRNA during an in vivo challenge with Y. ruckeri . We propose that Atlantic salmon cathelicidins participate in the interplay between the innate and adaptive immune systems via the release of cytokines enabling a more effective response to invading pathogens

Directors' fiduciary obligations: Is the shareholder an appropriate beneficiary?

Beth Nosworth

The liquidator: a hybrid of agent, fiduciary and officer

What is the legal role of a liquidator? The liquidator acts as an agent for the company in liquidation, yet they are really principals who make decisions to sell, contract, and so forth. They do replace the directors and officers of the company, who have fiduciary obligations under the common law and the Corporations Act 2001 (Cth). Furthermore, when appointed by the court, the liquidator is also then an officer of the court, and owes further obligations. With such truisms, where does this leave a liquidator? They are a hybrid dutyholder, governed by obligations from agency law, fiduciary law more generally and their position as officer of the company in liquidation. This article comments on the current position of liquidators beyond their statutory regulation and duties. It sheds further light onto the high expectations placed on the twenty-first century, non-legally trained insolvency practitioner.Beth Nosworthy and Christopher Syme

Employees and indemnities

This article discusses the circumstances in which employees can be, or can insist on being, indemnified by their employer against expenses or liabilities incurred in connection with their job. It suggests that there is scope at common law for a broader view as to the ‘necessity’ for an implied right of indemnification.It also questions whether the restrictions imposed by statutes such as the Corporations Act on the indemnification of employees who are also directors or officers of a corporation should be re-evaluated so as to better align with the common law position.Andrew Stewart and Beth Nosworthyhttp://papers.ssrn.com/sol3/papers.cfm?abstract_id=188794