Why should Restrictive Clauses be applicable in Cases of Forced Selling of Limited Liability Company Shares?

In many European countries, one of the most complex and widely discussed issues addressed by legal systems with respect to forced selling of limited liability and public limited company shares is the impact of possible statutory restrictions on transfers . Thus, while some authors deny the applicability of such provisions (as a possible avenue for commission of creditor fraud) , others support their validity (on the basis of prevention of possible fraudulent actions affecting interests protected by restrictive causes). In my opinion, a solution must be found in which prosecution of creditor fraud co-exists with respect for the rights scheme. As a general rule, this solution would call for applicability of restrictive clauses to cases of forced selling, regardless of whether such statutory provisions are viewed in terms of order or alienation.

Seminar: Symbol Management systems to support democracy in development of an online Symbol Dictionary

Abstract This seminar will introduce an initial year of research exploring participation in the development of a bilingual symbol dictionary. Symbols can be a communication and literacy ‘lifeline’ for those unable to communicate through speech or writing. We will discuss how an online system has been built to overcome language, cultural and literacy skill issues for a country where 86% are expatriates but the target clients are Arabic born individuals with speech and language impairments. The symbols in use at present are inappropriate and yet there is no democratic way of providing a ‘user voice’ for making choices, let alone easy mechanisms for adapting and sharing newly developed symbols across the nation or extended Arabic world. This project aims to change this situation. Having sourced a series of symbols that could be adapted to suit user’s needs, the team needed to encourage those users, their carers and therapists to vote on whether the symbols would be appropriate and work with those already in use. The first prototype was developed and piloted during the WAISfest in 2013. The second phase needs further voting on the most suitably adapted symbols for use when communicating with others. There is a requirement to have mechanisms for evaluating the outcome of the votes, where symbols fail to represent accurate meanings, have inappropriate colours, representations and actions etc. There also remains the need to collect both quantitative and qualitative data. Not easy in a climate of acceptance of the expert view, a culture where to be critical can be a problem and time is not of the essence.

The potential for bias in reporting of industry-sponsored clinical trials

Concerns about potentially misleading reporting of pharmaceutical industry research have surfaced many times. The potential for duality (and thereby conflict) of interest is only too clear when you consider the sums of money required for the discovery, development and commercialization of new medicines. As the ability of major, mid-size and small pharmaceutical companies to innovate has waned, as evidenced by the seemingly relentless decline in the numbers of new medicines approved by Food and Drug Administration and European Medicines Agency year-on-year, not only has the cost per new approved medicine risen: so too has the public and media concern about the extent to which the pharmaceutical industry is open and honest about the efficacy, safety and quality of the drugs we manufacture and sell. In 2005 an Editorial in Journal of the American Medical Association made clear that, so great was their concern about misleading reporting of industry-sponsored studies, henceforth no article would be published that was not also guaranteed by independent statistical analysis. We examine the precursors to this Editorial, as well as its immediate and lasting effects for statisticians, for the manner in which statistical analysis is carried out, and for the industry more generally.

Theorizing Literacy, Politics and Social Process: revisiting Maktab literacy in Rian in search of a paradigm

Literacy as a social practice is integrally linked with social, economic and political institutions and processes. As such, it has a material base which is fundamentally constituted in power relations. Literacy is therefore interwoven with the text and context of everyday living in which multi-levelled meanings are organically produced at both individual and societal level. This paper argues that if language thus mediates social reality, then it follows that literacy defined as a social practice cannot really be addressed as a reified, neutral activity but that it should take account of the social, cultural and political processes in which literacy practices are embedded. Drawing on the work of key writers within the field, the paper foregrounds the primary role of the state in defining the forms and levels of literacy required and made available at particular moments within society. In a case-study of the social construction of literacy meanings in pre-revolutionary Iran, it explores the view that the discourse about societal literacy levels has historically constituted a key terrain in which the struggle for control over meaning has taken place. This struggle, it is argued, sets the interests of the state to maintain ideological and political control over the production of knowledge within the culture and society over and against the needs identified by the individual for personal development, empowerment and liberation. In an overall sense, the paper examines existing theoretical perspectives on societal literacy programmes in terms of the scope that they provide for analyses that encompass the multi-levelled power relations that shape and influence dominant discourses on the relative value of literacy for both the individual and society

Biased oviposition and biased survival together help resolve a fig-wasp conflict

We report evidence that helps resolve two competing explanations for stability in the mutualism between Ficus racemosa fig trees and the Ceratosolen fusciceps wasps that pollinate them. The wasps lay eggs in the tree's ovules, with each wasp larva developing at the expense of a fig seed. Upon maturity, the female wasps collect pollen and disperse to a new tree, continuing the cycle. Fig fitness is increased by producing both seeds and female wasps, whereas short-term wasp fitness increases only with more wasps, thereby resulting in a conflict of interests. We show experimentally that wasps exploit the inner layers of ovules first (the biased oviposition explanation), which is consistent with optimal-foraging theory. As oviposition increases, seeds in the middle layer are replaced on a one-to-one basis by pollinator offspring, which is also consistent with biased oviposition. Finally, in the outer layer of ovules, seeds disappear but are only partially replaced by pollinator offspring, which suggests high wasp mortality (the biased survival or ‘unbeatable seeds’ explanation). Our results therefore suggest that both biased oviposition and biased survival ensure seed production, thereby stabilizing the mutualism. We further argue that biased oviposition can maintain biased survival by selecting against wasp traits to overcome fig defenses. Finally, we report evidence suggesting that F. racemosa balances seed and wasp production at the level of the tree. Because figs are probably selected to allocate equally to male and female function, a 1:1 seed:wasp ratio suggests that fig trees are in control of the mutualism.

Conflito de interesse: a nova posição da CVM

O parágrafo primeiro do artigo 115 da Lei n. 6.404/76 dispõe que o acionista não poderá votar, entre outras, quando possuir interesse conflitante com o da companhia. Contudo, a legislação não estabelece o critério de avaliação do conflito, restando à doutrina e à jurisprudência fazê-lo. Dessa maneira surgiram os critérios formal e substancial. A Comissão de Valores Mobiliários – CVM, autarquia responsável pela regulação e fiscalização das sociedades anônimas, já adotou ambos os critérios e nos autos do Caso Tractebel consolidou seu novo entendimento, qual seja, pela adoção do critério formal de verificação do conflito. Assim, esse trabalho tem como objetivo analisar jurisprudências anteriores ao Caso Tractebel para entender a argumentação utilizada em cada um desses casos para, ao final, analisar a argumentação trazida pela CVM para fundamentar seu novo entendimento.

In search of the autonomous and critical individual: a philosophical and pedagogical analysis of the physical education curriculum of São Paulo (Brazil)

Fundação de Amparo à Pesquisa do Estado de São Paulo (FAPESP)

Engineering geological data in support of municipal land use planning-a case study in Analandia, southeast Brazil

This paper presents a method for transforming the information of an engineering geological map into useful information for non-specialists involved in land-use planning. The method consists of classifying the engineering geological units in terms of land use capability and identifying the legal and the geologic restrictions that apply in the study area. Both informations are then superimposed over the land use and a conflict areas map is created. The analysis of these data leads to the identification of existing and forthcoming land use conflicts and enables the proposal of planning measures on a regional and local scale. The map for the regional planning was compiled at a 1:50,000 scale and encompasses the whole municipal land area where uses are mainly rural. The map for the local planning was compiled at a 1:10,000 scale and encompasses the urban area. Most of the classification and operations on maps used spatial analyst tools available in the Geographical Information System. The regional studies showed that the greater part of Analandia's territory presents appropriate land uses. The local-scale studies indicate that the majority of the densely occupied urban areas are in suitable land. Although the situation is in general positive, municipal policies should address the identified and expected land use conflicts, so that it can be further improved.

Rationale and knowledge for the universal implementation of sanitation in areas of social vulnerability

The adoption of principles of equality and universality stipulated in legislation for the sanitation sector requires discussions on innovation. The existing model was able to meet sanitary demands, but was unable to attend all areas causing disparities in vulnerable areas. The universal implementation of sanitation requires identification of the know-how that promotes it and analysis of the model adopted today to establish a new method. Analysis of how different viewpoints on the restructuring process is necessary for the definition of public policy, especially in health, and understanding its complexities and importance in confirming social practices and organizational designs. These are discussed to contribute to universal implementation of sanitation in urban areas by means of a review of the literature and practices in the industry. By way of conclusion, it is considered that accepting a particular concept or idea in sanitation means choosing some effective interventions in the network and on the lives of individual users, and implies a redefinition of the space in which it exercises control and management of sewerage networks, such that connected users are perceived as groups with different interests.

France, Germany and the United Kingdom Cooperation in Times of Turbulence

This thesis deals with cooperation between France, Germany and the United Kingdom within the area of foreign and security policy. Two case studies are presented, one of them concerning cooperation between the three states within and outside institutions in 1980 following the Soviet invasion of Afghanistan, and the other dealing with cooperation concerning the crisis in Macedonia in 2001. In accordance with the approach of neoliberal institutionalism the primary hypothesis is that cooperation is primarily determined by the interests of states but it is also limited by norms and affected by the institutions of which the three states are members. The study describes the large variety of forms of cooperation that exist between France, Germany and the United Kingdom, in which the United States also plays an important part, and which also includes their cooperation within a number of international institutions. The study also points to the new forms of interaction between states and institutions that have come about since the Cold War ended, and which give a stronger role to institutions and the cooperation between them. Still, however, states retain a decisive role in cooperation within the field of foreign and security policy.

La consulenza in materia di investimenti

Il lavoro propone un’analisi critica delle disciplina italiana ed europea della consulenza in materia di investimenti. Si considerano innanzitutto le problematiche generali del rapporto tra cliente e intermediario nella prestazione della consulenza, con particolare riferimento ad asimmetrie informative e conflitti di interesse. Si discute, in particolare, il tradizionale paradigma regolamentare fondato sulla trasparenza: le indicazioni della finanza comportamentale suggeriscono, infatti, un intervento normativo più deciso, volto a caratterizzare in maniera fiduciaria la relazione tra cliente e intermediario. Dopo aver analizzato, alla stregua dei modelli teorici illustrati in precedenza, l’evoluzione storica della disciplina della consulenza nell’ordinamento italiano, si sottolinea il ruolo svolto dall’autorità di vigilanza nella sistematizzazione dell’istituto, nel contempo rilevando, tuttavia, la complessiva insufficienza delle norme vigenti al fine di un’adeguata tutela dell’investitore. Si esamina poi la disciplina introdotta dalla MiFID, con specifica attenzione alle implicazioni sistematiche dell’estensione della nozione di consulenza operata dalle autorità di vigilanza: la nuova configurazione del servizio ha determinato un’intensificazione dei doveri fiduciari imposti agli intermediari, testimoniando un superamento del paradigma di trasparenza e un percorso indirizzato verso un approccio maggiormente interventista sul lato dell’offerta. Le conclusioni sono, peraltro, nel senso di uno sviluppo solo parziale di tale processo, risultando dubbio il valore per il cliente di una consulenza non indipendente e potenzialmente esposta, soprattutto negli intermediari polifunzionali, al conflitto di interessi. Particolare enfasi viene posta sulla necessità di introdurre un’effettiva consulenza indipendente, pur nelle difficoltà che la relativa disciplina incontra, anche in ragione delle caratteristiche specifiche del mercato, nell’ordinamento italiano.

Changes in annual reporting rituals of financial services firms in periods of market crisis

This paper examines accounting and financial reporting as ceremonial rituals. Its specific focus is upon changes in annual reporting rituals of financial services firms during periods of market crisis. Our preliminary findings suggest that several of the firms in our study may have made changes in their reporting rituals to construct alternative realities in an attempt to mask conflict, preserve stability, foster unity, and reinforce new social norms, core values, and corporate identities.

Securities: Its Conception and Protection of Interests of its Holders

Theoretical studies of the problems of the securities markets in the Russian Federation incline to one or other of the two traditional approaches. The first consists of comparing the definition of "valuable paper" set forth in the current legislation of the Russian Federation, with the theoretical model of "Wertpapiere" elaborated by German scholars more than 90 years ago. The problem with this approach is, in Mr. Pentsov's opinion, that any new features of the definition of "security" that do not coincide with the theoretical model of "Wertpapiere" (such as valuable papers existing in non-material, electronic form) are claimed to be incorrect and removed from the current legislation of the Russian Federation. The second approach works on the basis of the differentiation between the Common Law concept of "security" and the Civil Law concept of "valuable paper". Mr. Pentsov's research, presented in an article written in English, uses both methodological tools and involves, firstly, a historical study of the origin and development of certain legal phenomena (securities) as they evolved in different countries, and secondly, a comparative, synchronic study of equivalent legal phenomena as they exist in different countries today. Employing the first method, Mr. Pentsov divided the historical development of the conception of "valuable paper" in Russia into five major stages. He found that, despite the existence of a relatively wide circulation of valuable papers, especially in the second half of the 19th century, Russian legislation before 1917 (the first stage) did not have a unified definition of valuable paper. The term was used, in both theoretical studies and legislation, but it covered a broad range of financial instruments such as stocks, bonds, government bonds, promissory notes, bills of exchange, etc. During the second stage, also, the legislation of the USSR did not have a unified definition of "valuable paper". After the end of the "new economic policy" (1922 - 1930) the stock exchanges and the securities markets in the USSR, with a very few exceptions, were abolished. And thus during the third stage (up to 1985), the use of valuable papers in practice was reduced to foreign economic relations (bills of exchange, stocks in enterprises outside the USSR) and to state bonds. Not surprisingly, there was still no unified definition of "valuable paper". After the beginning of Gorbachev's perestroika, a securities market began to re-appear in the USSR. However, the successful development of securities markets in the USSR was retarded by the absence of an appropriate regulatory framework. The first effort to improve the situation was the adoption of the Regulations on Valuable Papers, approved by resolution No. 590 of the Council of Ministers of the USSR, dated June 19, 1990. Section 1 of the Regulation contained the first statutory definition of "valuable paper" in the history of Russia. At the very beginning of the period of transition to a market economy, a number of acts contained different definitions of "valuable paper". This diversity clearly undermined the stability of the Russian securities market and did not achieve the goal of protecting the investor. The lack of unified criteria for the consideration of such non-standard financial instruments as "valuable papers" significantly contributed to the appearance of numerous fraudulent "pyramid" schemes that were outside of the regulatory scheme of Russia legislation. The situation was substantially improved by the adoption of the new Civil Code of the Russian Federation. According to Section 1 of Article 142 of the Civil Code, a valuable paper is a document that confirms, in compliance with an established form and mandatory requisites, certain material rights whose realisation or transfer are possible only in the process of its presentation. Finally, the recent Federal law No. 39 - FZ "On the Valuable Papers Market", dated April 22 1996, has also introduced the term "emission valuable papers". According to Article 2 of this Law, an "emission valuable paper" is any valuable paper, including non-documentary, that simultaneously has the following features: it fixes the composition of material and non-material rights that are subject to confirmation, cession and unconditional realisation in compliance with the form and procedure established by this federal law; it is placed by issues; and it has equal amount and time of realisation of rights within the same issue regardless of when the valuable paper was purchased. Thus the introduction of the conception of "emission valuable paper" became the starting point in the Russian federation's legislation for the differentiation between the legal regimes of "commercial papers" and "investment papers" similar to the Common Law approach. Moving now to the synchronic, comparative method of research, Mr. Pentsov notes that there are currently three major conceptions of "security" and, correspondingly, three approaches to its legal definition: the Common Law concept, the continental law concept, and the concept employed by Japanese Law. Mr. Pentsov proceeds to analyse the differences and similarities of all three, concluding that though the concept of "security" in the Common Law system substantially differs from that of "valuable paper" in the Continental Law system, nevertheless the two concepts are developing in similar directions. He predicts that in the foreseeable future the existing differences between these two concepts will become less and less significant. On the basis of his research, Mr. Pentsov arrived at the conclusion that the concept of "security" (and its equivalents) is not a static one. On the contrary, it is in the process of permanent evolution that reflects the introduction of new financial instruments onto the capital markets. He believes that the scope of the statutory definition of "security" plays an extremely important role in the protection of investors. While passing the Securities Act of 1933, the United States Congress determined that the best way to achieve the goal of protecting investors was to define the term "security" in sufficiently broad and general terms so as to include within the definition the many types of instruments that in the commercial world fall within the ordinary concept of "security' and to cover the countless and various devices used by those who seek to use the money of others on the promise of profits. On the other hand, the very limited scope of the current definition of "emission valuable paper" in the Federal Law of the Russian Federation entitled "On the Valuable Papers Market" does not allow the anti-fraud provisions of this law to be implemented in an efficient way. Consequently, there is no basis for the protection of investors. Mr. Pentsov proposes amendments which he believes would enable the Russian markets to become more efficient and attractive for both foreign and domestic investors.