Dopuszczalność i skutki potwierdzenia czynności dokonanej bez wymaganej przez umowę lub statut zgody organu spółki

W artykule autorzy podejmują się dokonania analizy zagadnienia dotyczącego możliwości naruszenia umowy spółki lub statutu przez członków zarządu oraz wpływu takiego naruszenia na ważność podjętej czynności prawnej. Zagadnienie to wywołuje liczne problemy praktyczne, chociażby z uwagi na obowiązek każdorazowej weryfikacji przed zawarciem umowy listy czynności, na dokonanie których statut lub umowa spółki zastrzega sobie taki wymóg. Nie ma tu znaczenia dobra czy zła wiara kontrahenta, który ma świadomość o istnieniu takiego zapisu dla ważności danej czynności prawnej. Zgoła odmienna jest sytuacja członka zarządu, dla którego uzyskanie takiej zgody jest ważne, z uwagi na naruszenia umowy spółki albo statutu, a w konsekwencji jego odpowiedzialność odszkodowawczą do dochodzenia ewentualnego odszkodowania za szkodę wyrządzoną działaniem lub zaniechaniem. Pamiętać jednak należy, że do istnienia odpowiedzialności niezbędne jest wykazanie szkody. Jednakże biorąc pod uwagę uwarunkowania biznesowe niekiedy trudno uzyskać zgodę rady nadzorczej lub walnego zgromadzenia wspólników na taką zgodę. Powstaje wtedy pytanie, czy można ją uzyskać następczo. Autorzy w artykule dokonują analizy stawiając tezę, iż możliwe jest następcze wyrażenie zgody na dokonaną bez uprzedniej zgody czynność prawną. Dokonując wnioskowania a maiori ad minus można w ocenie autorów dopuścić potwierdzenie takiej czynności następczo i to nie tylko w wymaganym dwumiesięcznym terminie, ale nawet późniejszym, co może mieć wpływ na ich ewentualne wyłączenie odpowiedzialności z tytułu naruszenia postanowień umowy spółki (statutu). Całość rozważań ściśle oscyluje wokół praktycznych problemów pojawiających się funkcjonowaniu spółki.

Combined written and oral information prior to gastrointestinal endoscopy compared with oral information alone: a randomized trial.

BACKGROUND: Little is known about how to most effectively deliver relevant information to patients scheduled for endoscopy. METHODS: To assess the effects of combined written and oral information, compared with oral information alone on the quality of information before endoscopy and the level of anxiety. We designed a prospective study in two Swiss teaching hospitals which enrolled consecutive patients scheduled for endoscopy over a three-month period. Patients were randomized either to receiving, along with the appointment notice, an explanatory leaflet about the upcoming examination, or to oral information delivered by each patient's doctor. Evaluation of quality of information was rated on scales between 0 (none received) and 5 (excellent). The analysis of outcome variables was performed on the basis of intention to treat-analysis. Multivariate analysis of predictors of information scores was performed by linear regression analysis. RESULTS: Of 718 eligible patients 577 (80%) returned their questionnaire. Patients who received written leaflets (N = 278) rated the quality of information they received higher than those informed verbally (N = 299), for all 8 quality-of-information items. Differences were significant regarding information about the risks of the procedure (3.24 versus 2.26, p < 0.001), how to prepare for the procedure (3.56 versus 3.23, p = 0.036), what to expect after the procedure (2.99 versus 2.59, p < 0.001), and the 8 quality-of-information items (3.35 versus 3.02, p = 0.002). The two groups reported similar levels of anxiety before procedure (p = 0.66), pain during procedure (p = 0.20), tolerability throughout the procedure (p = 0.76), problems after the procedure (p = 0.22), and overall rating of the procedure between poor and excellent (p = 0.82). CONCLUSION: Written information led to more favourable assessments of the quality of information and had no impact on patient anxiety nor on the overall assessment of the endoscopy. Because structured and comprehensive written information is perceived as beneficial by patients, gastroenterologists should clearly explain to their patients the risks, benefits and alternatives of endoscopic procedures. Trial registration: Current Controlled trial number: ISRCTN34382782.

Efeito residual no triathlon : como nadar influência nas etapas seguintes

Universidade Estadual de Campinas. Faculdade de Educação Física

Modulation of post-coital dopaminergic tone by prior parity

The aim of this study was to investigate the possible effects of reproductive experience on dopaminergic profile in three different brain tissues, hypothalamus, striatum and cortex in rats on 7th-8th day of pregnancy during the light-dark shift (between 1700-1900h). Results showed that in hypothalamus, dopamine levels increased and DOPAC/DA decreased as a function of parity. In cortex, no differences were observed. In striata, the haloperidol-induced HVA and HVA/DA increases were less intense in experienced animals. These findings suggested that reproductive experience produced functional central changes during pregnancy, with different neurochemical responses depending on the brain region.

An expert flow system involving in-line prior assay for turbidimetric determination of chloride and sulphate in natural waters

A multi-pumping flow system exploiting prior assay is proposed for sequential turbidimetric determination of sulphate and chloride in natural waters. Both methods are implemented in the same manifold that provides facilities for: in-line sample clean-up with a Bio-Rex 70 mini-column with fluidized beads: addition of low amounts of sulphate or chloride ions to the reaction medium for improving supersaturation; analyte precipitation with Ba(2+) or Ag(+); real-time decision on the need for next assay. The sample is initially run for chloride determination, and the analytical signal is compared with a preset value. If higher, the sample is run again, now for sulphate determination. The strategy may lead to all increased sample throughput. The proposed system is computer-controlled and presents enhanced figures of merit. About 10 samples are run per hour (about 60 measurements) and results are reproducible and Unaffected by the presence of potential interfering ions at concentration levels usually found in natural waters. Accuracy was assessed against ion chromatography. (C) 2008 Elsevier B.V. All rights reserved.

Determination of beta-artemether and its main metabolite dihydroartemisinin in plasma employing liquid-phase microextraction prior to liquid chromatographic-tandem mass spectrometric analysis

A method for the determination of artemether (ART) and its main metabolite dihydroartemisinin (DHA) in plasma employing liquid-phase microextraction (LPME) for sample preparation prior to liquid chromatography-tandem mass spectrometry (LC-MS-MS) was developed. The analytes were extracted from 1 nil, of plasma utilizing a two-phase LPME procedure with artemisinin as internal standard. Using the optimized LPME conditions, mean absolute recovery rates of 25 and 32% for DHA and ART, respectively, were achieved using toluene-n-octanol (1:1, viv) as organic phase with an extraction time of 30 min. After extraction, the analytes were resolved within 5 min using a mobile phase consisting of methanol-ammonium acetate (10 mmol L(-1) pH 5.0, 80:20. v/v) on a laboratory-made column based on poly(methyltetradecylsiloxane) attached to a zirconized-silica support. MS-MS detection was employed using an electrospray interface in the positive ion mode. The method developed was linear over the range of 5-1000 ng mL(-1) for both analytes. Precision and accuracy were within acceptable levels of confidence (<15%). The assay was applied to the determination of these analytes in plasma from rats treated with ART. The two-phase LPME procedure is affordable and the solvent consumption was very low compared to the traditional methods of sample preparation. (C) 2010 Elsevier B.V. All rights reserved.

Prior and concomitant dehydroepiandrosterone treatment affects immunologic response of cultured macrophages infected with Trypanosoma cruzi in vitro?

DHEA, a steroid hormone synthesized from cholesterol by cells of the adrenal cortex, plays an essential role in enhancing the host`s resistance to different experimental infections. Receptors for this hormone can be found in distinct immune cells (especially macrophages) that are known to be the first line defense against Trypanosoma cruzi infection. These cells operate through an indirect pathway releasing nitric oxide (NO) and cytokines such TNF-alpha and IL-12 which in turn trigger an enhancement of natural killer cells and lymphocytes which finally secrete pro and anti-inflammatory cytokines. The effects of pre- and post-infection DHEA treatment on production of IL-12, TNF alpha and NO were evaluated. T. cruzi infected macrophages post treated with DHEA displayed enhanced concentrations of TNF-alpha, IL-12 and NO. Probably, the mechanisms that induced the production of cytokines by infected cells are more efficient when the immune system has been stimulated first by parasite invasion, suggesting that the protective role of DHEA is greater when administered post infection. (C) 2011 Elsevier B.V. All rights reserved.

Prior calcium channel blockade and short-term survival following acute myocardial infarction

There is concern over the safety of calcium channel blockers (CCBs) in acute coronary disease. We sought to determine if patients taking calcium channel blockers (CCBs) at the time of admission with acute myocardial infarction (AMI) had a higher case-fatality compared with those taking beta-blockers or neither medication. Clinical and drug treatment variables at the time of hospital admission predictive of survival at 28 days were examined in a community-based registry of patients aged under 65 years admitted to hospital for suspected AMI in Perth, Australia, between 1984 and 1993. Among 7766 patients, 1291 (16.6%) were taking a CCB and 1259 (16.2%) a betablocker alone at hospital admission. Patients taking CCBs had a worse clinical profile than those taking a beta-blocker alone or neither drug (control group), and a higher unadjusted 28-day mortality (17.6% versus 9.3% and 11.1% respectively, both P < 0.001). There was no significant heterogeneity with respect to mortality between nifedipine, diltiazem, or verapamil when used alone, or with a beta-blocker. After adjustment for factors predictive of death at 28 days, patients taking a CCB were found not to have an excess chance of death compared with the control group (odds ratio [OR] 1.06, 95% confidence interval [CI]; 0.87, 1.30), whereas those taking a beta-blocker alone had a lower odds of death (OR 0.75, 95% CI; 0.59, 0.94). These results indicate that established calcium channel blockade is not associated with an excess risk of death following AMI once other differences between patients are taken into account, but neither does it have the survival advantage seen with prior beta-blocker therapy.

Children`s oral production of narratives and constructive memory using prior reading of pictures

With the purpose of approximating two issues, oral narrative and constructive memory, we assume that children, as well as adults, have a constructive memory. Accordingly, researchers of the constructive memory share with piagetians the vision that memory is an applied cognition. Under this perspective, understanding and coding into memory constitute a process which is considered similar to the piagetian assimilation of building an internal conceptual representation of the information (hence the term constructive memory. The objective of this study is to examine and illustrate, through examples drawn from a research about oral narrative with 5, 8 and 10 years old children, the extent to which the constructive memory is stimulated by the acquisition of the structures of knowledge or ""mental models"" (schemes of stories and scenes, scripts), and if they automatically employ them to process constructively the information in storage and rebuild them in the recovery. A sequence of five pictures from a book without text was transformed into computerized program, and the pictures were thus presented to the children. The story focuses on a misunderstanding of two characters on a different assessment about a key event. In data collection, the demands of memory were preserved, since children narrate their stories when the images were no longer viewed on the computer screen. Each narrative was produced as a monologue. The results show that this story can be told either in a descriptive level or in a more elaborated level, where intentions and beliefs are attributed to the characters. Although this study allows an assessment of the development of children`s capabilities (both cognitive and linguistic) to narrate a story, there are for sure other issues that could be exploited.

Double-blind, Randomized placebo controlled trial of fulvestrant compared with exemestane after prior nonsteroidal aromatase inhibitor therapy in postmenopausal women with hormone receptor-positive, advanced breast cancer: Results from EFECT

Purpose The third-generation nonsteroidal aromatase inhibitors (AIs) are increasingly used as adjuvant and first-line advanced therapy for postmenopausal, hormone receptor-positive (HR +) breast cancer. Because many patients subsequently experience progression or relapse, it is important to identify agents with efficacy after AI failure. Materials and Methods Evaluation of Faslodex versus Exemestane Clinical Trial (EFECT) is a randomized, double-blind, placebo controlled, multicenter phase III trial of fulvestrant versus exemestane in postmenopausal women with HR + advanced breast cancer (ABC) progressing or recurring after nonsteroidal AI. The primary end point was time to progression (TTP). A fulvestrant loading-dose (LD) regimen was used: 500 mg intramuscularly on day 0, 250 mg on days 14, 28, and 250 mg every 28 days thereafter. Exemestane 25 mg orally was administered once daily. Results A total of 693 women were randomly assigned to fulvestrant (n = 351) or exemestane ( n = 342). Approximately 60% of patients had received at least two prior endocrine therapies. Median TTP was 3.7 months in both groups ( hazard ratio = 0.963; 95% CI, 0.819 to 1.133; P = .6531). The overall response rate ( 7.4% v 6.7%; P = .736) and clinical benefit rate ( 32.2% v 31.5%; P = .853) were similar between fulvestrant and exemestane respectively. Median duration of clinical benefit was 9.3 and 8.3 months, respectively. Both treatments were well tolerated, with no significant differences in the incidence of adverse events or quality of life. Pharmacokinetic data confirm that steady-state was reached within 1 month with the LD schedule of fulvestrant. Conclusion Fulvestrant LD and exemestane are equally active and well-tolerated in a meaningful proportion of postmenopausal women with ABC who have experienced progression or recurrence during treatment with a nonsteroidal AI.

Use of Acoustic Doppler Sonography to Ascertain the Feasibility of the Pedicled Nasoseptal Flap After Prior Bilateral Sphenoidotomy

Objectives/Hypothesis: Blood supply to the Hadad-Bassagasteguy pedicled nasoseptal flap may be interrupted by surgery of the pterygopalatine fossa, posterior septectomy, or large sphenoidotomies. This would preclude its use for reconstruction of skull base defects after expanded endonasal approaches (EEA). We present a novel method to ascertain the patency of the nasoseptal artery after prior surgery, and consequently the availability of the nasoseptal flap, using acoustic Doppler sonography. Study Design: Retrospective clinical review. Methods: Four patients who underwent EEAs were evaluated intraoperatively with acoustic Doppler sonography. The mucosa that covers the inferior aspect of the rostrum of the sphenoid sinus was scanned with the tip of the probe. Reflection of sound waves representing intravascular blood flow was assessed. Results: In three patients, the artery was identified in at least one side. One remaining patient showed no acoustic signal suggesting loss of the nasoseptal artery bilaterally, therefore necessitating the use of a fat graft for the reconstruction. Conclusions: Acoustic Doppler sonography seems to be a feasible and effective way to ascertain the availability of the nasoseptal artery. It is a relatively inexpensive and simple technique that can be performed by any endoscopic surgeon.

Human choriogonadotropin prior to controlled ovarian stimulation and in vitro fertilization improves implantation, and pregnancy rates

Our purpose was to retrospectively compare controlled ovarian stimulation(COH) in IVF cycles with administration of hCG on the day of menses (D1-hCG) with women not receiving hCG at day 1 of menses (Control). Data on maternal age, endocrine profile, amount of rFSH required, embryo characteristics, implantation and pregnancy rates were recorded for comparison between D1-hCG (n = 36) and Control (n = 64). Dose of rFSH required to accomplish COH was significantly lower in D1-hCG. Following ICSI, more top-quality embryos were available for transfer per patient in the D1-hCG and biochemical pregnancy rates per transfer were significantly higher in the D1-hCG. Significantly higher implantation and on-going pregnancy rates per embryo transfer were observed in D1-hCG (64%) compared to Control (41%). Administration of D1-hCG prior to COH reduces rFSH use and enhances oocyte developmental competence to obtain top quality embryos, and improves implantation and on-going pregnancy rates. At present it is not clear if the benefit is related to producing an embryo that more likely to implant or a more receptive uterus, or merely fortuitous and related to the relatively small power of the study.