Death of a Corporation: How a Seemingly Innocuous Probate Provision Can Fundamentally Undermine the Corporate Form

Imagine that you are assisting the surviving shareholders and officers of a corporation in settling affairs with the estate of a deceased shareholder. In a corporate governance dispute that ensues, the estate representative uses a seemingly innocuous probate provision allowing him to “continue any business” of the deceased to petition the probate court for direct control of the corporation. You find that there is little statutory or jurisprudential guidance on coordinating that probate provision with longstanding corporate governance requirements that directors, not shareholders, directly manage corporate affairs. This Article explores the unintended consequences of allowing a misplaced but literal reading of probate codes to provide the above-referenced estate representative power to “continue any business” of the decedent but failing to clarify the meaning of that provision in coordination with the fundamentals of American corporate law. Core corporate governance principles require that shareholders elect directors who then manage corporate affairs, not the shareholders themselves. Allowing the estate representative to “continue any business” of the deceased, even a corporation, undermines core corporate governance principles and risks, inter alia, corporate veil-piercing exposure. This flawed default probate provision poses specific risks to small, unsophisticated businesses that lack the resources to engage in costly litigious efforts to clarify the relationship between the corporate and probate codes. These small businesses are also most susceptible to the referenced liability exposure associated with corporate veil piercing for failure to follow corporate governance requirements. This problem can be remedied statutorily by clarifying the probate provision’s subordination to the respective state’s corporate law. The Article highlights approaches employed by Delaware, New York, California, and other leading business jurisdictions whose probate provisions wholly or partially provide better clarity regarding the coordination of probate and corporate law, remedying the described problem

Everyday memory in adults with dyslexia

This chapter provides an overview of the cognitive challenges facing adults with dyslexia

Reducing quality control errors by guiding behavior

It is estimated that human error in the quality control checking of product labels on consumer packaging costs the UK retail industry £50m per annum. Our research program aimed to understand the behavior of individuals when performing label checks on fresh produce in order to inform the development of a software application designed to support quality control. On a simulated label checking task, eye-tracking data showed that individuals used different checking methods. A more systematic method led to higher accuracy. Two computer-assisted approaches, varying in the level of computer support provided, were then designed to push checkers towards systematic checking. Greater improvements in accuracy were found under the computer-assisted approaches than under a control condition. A three-month onsite trial of a software application designed on the basis of these research findings led to a 100% decrease in quality control errors

The impact of developmental dyslexia on workplace cognition: Evidence from a virtual reality environment

The cognitive difficulties associated with dyslexia persist into adulthood but insights into their impact in employment settings are lacking. A virtual office environment was used to assess two areas of cognition frequently called upon in the workplace, executive function and prospective memory. Eight adults with dyslexia and 27 adults without dyslexia were tested on a virtual office task. They read a scenario describing their new role in an office and were given tasks to complete. The group with dyslexia performed worse overall. On the individual performance measures, the group with dyslexia scored lower on the selective-thinking and planning measures of executive function and also performed worse on two of the three prospective memory measures, namely event-based and time-based prospective memory. The findings indicate how dyslexia can affect workplace cognition, identifying areas in which support might be needed and highlighting areas of relative strength which might be harnessed

A review of prospective memory impairments in developmental dyslexia: Evidence, explanations, and future directions

This is an Accepted Manuscript of an article published by Taylor & Francis in Clinical Neuropsychologist on 22 November 2017, available online: http://www.tandfonline.com/10.1080/13854046.2017.1369571 Objective: The effects of developmental dyslexia are not restricted solely to the processes involved in reading and spelling. Despite this broader impact on cognition, there has been very little dyslexia-related research on prospective memory (PM; memory for delayed intentions) until very recently. This paper focuses on reviewing a recent program of research which sought to explore this memory system in adults with dyslexia. Method: The review focuses mainly on studies of adults with dyslexia in which PM was compared with that of IQ-matched adults without dyslexia across clinical measures, computerized tests, self-report questionnaire, and more naturalistic tasks. Results: Across the reviewed studies, the adults with dyslexia showed a range of impairments in both laboratory and everyday settings. Dyslexia-related PM impairments occurred predominantly when cues to remembering were time-based rather than being cued by events in the environment, when delays to act upon the intention were prolonged, and when tasks were one-off events rather than being habitual. As well as being less accurate in their PM, the participants with dyslexia were also less likely to remember PM instructions over longer delay periods. Conclusions: PM deficits in dyslexia are considered in terms of the retrospective and prospective components of PM function. Less efficient access to verbal information in long-term memory, problems with time perception, and poorer executive functions are all considered as potential explanations for less accurate PM in dyslexia. The findings from the research program are linked to broader dyslexia theory and research. Means for supporting individuals with dyslexia are considered

The impact of developmental dyslexia on workplace cognition: evidence from a virtual reality environment

The cognitive difficulties associated with dyslexia persist into adulthood but insights into their impact in employment settings are lacking. A virtual office environment was used to assess two areas of cognition frequently called upon in the workplace, executive function and prospective memory. Eight adults with dyslexia and 27 adults without dyslexia were tested on a virtual office task. They read a scenario describing their new role in an office and were given tasks to complete. The group with dyslexia performed worse overall. On the individual performance measures, the group with dyslexia scored lower on the selective-thinking and planning measures of executive function and also performed worse on two of the three prospective memory measures, namely event-based and time-based prospective memory. The findings indicate how dyslexia can affect workplace cognition, identifying areas in which support might be needed and highlighting areas of relative strength which might be harnessed

Оптимізм і песимізм в етичних концепціях М.Я. Грота, А. Швейцера, Н. Аббаньяно

RATIONALE: Microscope mode imaging for secondary ion mass spectrometry is a technique with the promise of simultaneous high spatial resolution and high-speed imaging of biomolecules from complex surfaces. Technological developments such as new position-sensitive detectors, in combination with polyatomic primary ion sources, are required to exploit the full potential of microscope mode mass spectrometry imaging, i.e. to efficiently push the limits of ultra-high spatial resolution, sample throughput and sensitivity. METHODS: In this work, a C60 primary source was combined with a commercial mass microscope for microscope mode secondary ion mass spectrometry imaging. The detector setup is a pixelated detector from the Medipix/Timepix family with high-voltage post-acceleration capabilities. The system’s mass spectral and imaging performance is tested with various benchmark samples and thin tissue sections. RESULTS: The high secondary ion yield (with respect to ’traditional’ monatomic primary ion sources) of the C60 primary ion source and the increased sensitivity of the high voltage detector setup improve microscope mode secondary ion mass spectrometry imaging. The analysis time and the signal-to-noise ratio are improved compared with other microscope mode imaging systems, all at high spatial resolution. CONCLUSIONS:We have demonstrated the unique capabilities of a C60 ion microscope with a Timepix detector for high spatial resolution microscope mode secondary ion mass spectrometry imaging

Knot Theory: from Fox 3-colorings of links to Yang-Baxter homology and Khovanov homology

This paper is an extended account of my "Introductory Plenary talk at Knots in Hellas 2016" conference We start from the short introduction to Knot Theory from the historical perspective, starting from Heraclas text (the first century AD), mentioning R.Llull (1232-1315), A.Kircher (1602-1680), Leibniz idea of Geometria Situs (1679), and J.B.Listing (student of Gauss) work of 1847. We spend some space on Ralph H. Fox (1913-1973) elementary introduction to diagram colorings (1956). In the second section we describe how Fox work was generalized to distributive colorings (racks and quandles) and eventually in the work of Jones and Turaev to link invariants via Yang-Baxter operators, here the importance of statistical mechanics to topology will be mentioned. Finally we describe recent developments which started with Mikhail Khovanov work on categorification of the Jones polynomial. By analogy to Khovanov homology we build homology of distributive structures (including homology of Fox colorings) and generalize it to homology of Yang-Baxter operators. We speculate, with supporting evidence, on co-cycle invariants of knots coming from Yang-Baxter homology. Here the work of Fenn-Rourke-Sanderson (geometric realization of pre-cubic sets of link diagrams) and Carter-Kamada-Saito (co-cycle invariants of links) will be discussed and expanded. Dedicated to Lou Kauffman for his 70th birthday.Comment: 35 pages, 31 figures, for Knots in Hellas II Proceedings, Springer, part of the series Proceedings in Mathematics & Statistics (PROMS