Limited Liability for Limited Partners: An Argument for the Abolition of the Control Rule

One of the important features of the limited partnership\u27 that makes investment in this form of business organization attractive is the general immunity afforded to limited partners from liability for the obligations of the partnership. This immunity, however,can be forfeited. Under both the Uniform Limited Partnership Act (ULPA) and the Revised Uniform Limited Partnership Act (RULPA), a limited partner becomes liable for the obligations of the partnership if, in addition to the exercise of the rights and powers of a limited partner, the limited partner takes part in the control of the business.\u27\u27 Not surprisingly, when sophisticated investors are offered limited partnership interests, these investors often request provisions in the certificate of limited partnership or the partnership agreement\u27 providing that the general partners may commit the partnership to certain types of transactions only with the consent of the holders of some specified percentage of the limited partnership interests or that the limited partners be given some voice in the selection of the partnership\u27s managers. Although these requests are understandable, an obvious tension arises between the limited partners\u27 desire to exercise control over important decisions affecting the partnership and the threat of personal liability for taking part, or participating, in the control of the business of the partnership. One of the most vexing problems facing lawyers who represent sophisticated limited partnership investors is advising these investors how much decision-making power they can obtain through negotiation with the general partners without losing immunity from liability for the obligations of the partnership. There has been no dearth of insightful commentary pointing out the uncertainty inherent in the control rule. Most of this commentary has attempted to suggest the appropriate judicial standards for deciding whether the particular conduct of a limited partner in relation to the partnership business should subject the limited partner to personal liability for the obligations of the partnership. Few commentators, however, have had the temerity even to suggest that the control rule be abolished and that limited partners have no personal liability for the obligations of the partnership regardless of the degree to which the limited partners participate in the control of the partnership business. This Article presses that argument. Part II examines the origins and present status of the control rule. This examination ex-poses the uncertain boundaries of a limited partner\u27s potential liability under the rule and the resulting difficulty of advising potential investors in limited partnerships. Part III criticizes the control rule on the grounds that it complicates a potential investor\u27s calculation of the risk of investing in a limited partnership, compromises the negotiating position of limited partners relative to general partners, and is not supported by any valid policy that could not be accommodated by other existing legal principles. Finally, part IV argues that the control rule should be abolished in favor of a rule that generally would free limited partners from personal liability for the obligations of the partnership. Part IV also suggests specific legislation that would effect this change

The knowledge transfer from science to practice – a survey with EU researchers

Group members came from 12 European countries, six from new (Bulgaria, Czech Republic, Estonia, Hungary, Poland and Slovenia) and six from old EU member states (Germany, Spain, Finland, Italy, The Netherlands, Portugal). The aim of the work was to analyze the role of the scientists in a dialogue between them and the practitioners within the organic production sector. Another important aim was to find the best practice models of such dialogue as the examples to be followed by others. In order to reach this aim the survey with the scientists has been conducted by all project partners; every partner has conducted the survey with 10 selected scientists from own country. Only the scientists possessing PhD level and actively working in the organic sector could be selected. Key areas of the questionnaire were directed to the (A) person (gender, age, years of activity in teaching and/or researching), (B) number of projects, papers, trainings and interviews, (C) Examples of best practice models, (D) Estimations of potential collaboration and dialog between scientists and stakeholders, (E) Estimations about the success of personal activities with regard to the improvement of the four fields (farming, processing, trading & marketing), (F) Estimates of the improvement of communication and knowledge transfer from science to practice, (G) Estimates of potential threats for good communication and knowledge transfer among scientists and practitioners. Interviewees were finally asked for general remarks and comments. The results indicate that there is not a big difference between the scientists from the old EU member states and new EU member states in most of the analyzed areas. The main difference is that the scientists from the new EU member states provide more training sessions for practitioners outside their institutions compared to the researchers from the old EU member states. The results reveal also a relatively low level of the researchers’ activity in conducting the implementation projects and writing the popular papers, both in the old and new EU member states

Role of electromagnetically induced transparency in resonant four-wave-mixing schemes.

Published versio

Rotating Higher Spin Partition Functions and Extended BMS Symmetries

We evaluate one-loop partition functions of higher-spin fields in thermal flat space with angular potentials; this computation is performed in arbitrary space-time dimension, and the result is a simple combination of Poincar\'e characters. We then focus on dimension three, showing that suitable products of one-loop partition functions coincide with vacuum characters of higher-spin asymptotic symmetry algebras at null infinity. These are extensions of the bms_3 algebra that emerges in pure gravity, and we propose a way to build their unitary representations and to compute the associated characters. We also extend our investigations to supergravity and to a class of gauge theories involving higher-spin fermionic fields.Comment: 58 pages; clarifications and references added; version to be published in JHE

Angular and Current-Target Correlations in Deep Inelastic Scattering at HERA

Correlations between charged particles in deep inelastic ep scattering have been studied in the Breit frame with the ZEUS detector at HERA using an integrated luminosity of 6.4 pb-1. Short-range correlations are analysed in terms of the angular separation between current-region particles within a cone centred around the virtual photon axis. Long-range correlations between the current and target regions have also been measured. The data support predictions for the scaling behaviour of the angular correlations at high Q2 and for anti-correlations between the current and target regions over a large range in Q2 and in the Bjorken scaling variable x. Analytic QCD calculations and Monte Carlo models correctly describe the trends of the data at high Q2, but show quantitative discrepancies. The data show differences between the correlations in deep inelastic scattering and e+e- annihilation.Comment: 26 pages including 10 figures (submitted to Eur. J. Phys. C

Plastisol Foaming Process. Decomposition of the Foaming Agent, Polymer Behavior in the Corresponding Temperature Range and Resulting Foam Properties

The decomposition of azodicarbonamide, used as foaming agent in PVC - plasticizer (1/1) plastisols was studied by DSC. Nineteen different plasticizers, all belonging to the ester family, two being polymeric (polyadipates), were compared. The temperature of maximum decomposition rate (in anisothermal regime at 5 K min-1 scanning rate), ranges between 434 and 452 K. The heat of decomposition ranges between 8.7 and 12.5 J g -1. Some trends of variation of these parameters appear significant and are discussed in terms of solvent (matrix) and viscosity effects on the decomposition reactions. The shear modulus at 1 Hz frequency was determined at the temperature of maximum rate of foaming agent decomposition, and differs significantly from a sample to another. The foam density was determined at ambient temperature and the volume fraction of bubbles was used as criterion to judge the efficiency of the foaming process. The results reveal the existence of an optimal shear modulus of the order of 2 kPa that corresponds roughly to plasticizer molar masses of the order of 450 ± 50 g mol-1. Heavier plasticizers, especially polymeric ones are too difficult to deform. Lighter plasticizers such as diethyl phthalate (DEP) deform too easily and presumably facilitate bubble collapse

Challenges and recent progress in drug discovery for tropical diseases

Infectious tropical diseases have a huge effect in terms of mortality and morbidity, and impose a heavy economic burden on affected countries. These diseases predominantly affect the world’s poorest people. Currently available drugs are inadequate for the majority of these diseases, and there is an urgent need for new treatments. This Review discusses some of the challenges involved in developing new drugs to treat these diseases and highlights recent progress. While there have been notable successes, there is still a long way to go.</p

Site Specific Modification of Adeno-Associated Virus Enables Both Fluorescent Imaging of Viral Particles and Characterization of the Capsid Interactome

Adeno-associated viruses (AAVs) are attractive gene therapy vectors due to their low toxicity, high stability, and rare integration into the host genome. Expressing ligands on the viral capsid can re-target AAVs to new cell types, but limited sites have been identified on the capsid that tolerate a peptide insertion. Here, we incorporated a site-specific tetracysteine sequence into the AAV serotype 9 (AAV9) capsid, to permit labelling of viral particles with either a fluorescent dye or biotin. We demonstrate that fluorescently labelled particles are detectable in vitro, and explore the utility of the method in vivo in mice with time-lapse imaging. We exploit the biotinylated viral particles to generate two distinct AAV interactomes, and identify several functional classes of proteins that are highly represented: actin/cytoskeletal protein binding, RNA binding, RNA splicing/processing, chromatin modifying, intracellular trafficking and RNA transport proteins. To examine the biological relevance of the capsid interactome, we modulated the expression of two proteins from the interactomes prior to AAV transduction. Blocking integrin αVβ6 receptor function reduced AAV9 transduction, while reducing histone deacetylase 4 (HDAC4) expression enhanced AAV transduction. Our method demonstrates a strategy for inserting motifs into the AAV capsid without compromising viral titer or infectivity