The Federal Common Law of Successor Liability and the Foreign Corrupt Practices Act

In recent years, the Department of Justice (DOJ) and the Securities and Exchange Commission (SEC) have vigorously enforced the Foreign Corrupt Practices Act (FCPA). The FCPA prohibits bribery of foreign government officials, and the statute provides for significant civil and criminal sanctions. Settling and remediating violations can cost corporate defendants millions, with several corporate enforcement actions exceeding $100 million in sanctions. Moreover, enforcement actions related to the FCPA often are not brought until many years after the alleged violations. Because the massive potential liabilities associated with an FCPA violation may not manifest themselves until years after the violation occurred, prospective corporate acquirers have become acutely sensitive to the risk of “buying” an FCPA liability during a merger or an acquisition. Traditionally, an acquirer could avoid liabilities of the seller by structuring the acquisition as an asset purchase. Under the law of most U.S. jurisdictions, a court will not usually look beyond the allocation of liabilities in an asset purchase agreement, even when the acquirer purchases substantially all of the assets of the seller. Despite this general rule, even asset purchase agreements cannot contract around certain liabilities that arise from federal law. In several cases, the Supreme Court and federal appellate courts have imposed liability on good faith, arm’s-length asset purchasers through the federal common law of successor liability. In the FCPA context, there is no precedent directly on point. Influential guidance from the DOJ and SEC, however, emphasizes “successor liability” enforcement actions while failing to distinguish between companies that are “successors” by reason of a merger and “successors” by reason of an asset purchase. This silence by enforcers may lead overly conservative acquirers to abandon transactions out of an unfounded (but understandable) fear of being held liable for the violations of the seller, even when acquisitions would be socially and economically beneficial and likely could be accomplished without FCPA successor liability through an asset purchase. This Article concludes that asset purchasers typically cannot be held civilly liable for the pre-acquisition FCPA violations of sellers because the rule of decision for successor liability in FCPA cases is determined by state, not federal law, and the law of most states does not impose successor liability on arm’s-length asset purchasers. This conclusion is even stronger with respect to criminal FCPA liability because the remedial policy rationales that underlie expansive civil successor liability doctrines are not present in criminal law

The effects of a UK review of breast cancer screening on uptake : an observational before/after study

Objectives: To measure whether uptake of breast cancer screening was affected by the publication of the Marmot Review and associated press coverage. Setting: Eight NHS breast screening centres in the West Midlands of the UK. Methods: Uptake of breast cancer screening invitations was compared in the week before and after the Marmot review publication. All 12,023 women invited for screening between 23 October 2012 and 5 November 2012 were included. A mixed effects model of the predictors of screening uptake (on date invited, or within 21 days) was created. Predictors considered for inclusion were whether the allocated screening appointment was before or after publication of the review, population factors (age, index of multiple deprivation income domain by quintile, previous attendance), and interaction terms. Results: Uptake decreased after publication of the review from 65% to 62% (OR = 0.87 95%CI = 0.80–0.94), but a similar decrease was seen for the same dates on the previous year (OR = 0.85 95%CI = 0.78–0.93). Odds of attending screening were lower for women in the most deprived (uptake = 49%, OR = 0.54, 95%CI = 0.46–0.62) in comparison with the least deprived quintile (uptake = 71%). Odds of attendance also increased if the woman had ever previously attended (OR 3.9 95% CI 3.5–4.4), and decreased with each year of increasing age (OR 0.96 95% CI 0.96–0.97). There were no interactions between any of the other predictors and whether the appointment was before or after publication of the Marmot review. Conclusion: No change in uptake of breast cancer screening above normal seasonal variation was detected after publication of the Marmot review

The Power of Storytelling

Storytelling is a crucial aspect of the human condition, and it has been used since the beginning of civilization in order to communicate and express ideas. This study examines the relationship between storytelling and decision-making, seeing if there is a relationship between the two and how stories can affect a person’s actions and choices. Specifically, we are investigating how stories can affect impulsive and risk-taking behaviors. We are studying narratology in order to find the root of storytelling and choose stories that fit the most basic categories. With this, we will see which story types are either effective or ineffective at influencing decision-making. Once the stories are prepared, we will ask participants to read them and then respond to a questionnaire about a scenario involving risk-taking. Once the data is collected, we will see if certain stories or story patterns influenced decisions made after they are read

Lag Length Selection for Unit Root Tests in the Presence of Nonstationary Volatility

A number of recently published papers have focused on the problem of testing for a unit root inthe case where the driving shocks may be unconditionally heteroskedastic. These papers have,however, assumed that the lag length in the unit root test regression is a deterministic functionof the sample size, rather than data-determined, the latter being standard empirical practice. Inthis paper we investigate the finite sample impact of unconditional heteroskedasticity onconventional data-dependent methods of lag selection in augmented Dickey-Fuller type unit roottest regressions and propose new lag selection criteria which allow for the presence ofheteroskedasticity in the shocks. We show that standard lag selection methods show a tendency toover-fit the lag order under heteroskedasticity, which results in significant power losses in the(wild bootstrap implementation of the) augmented Dickey-Fuller tests under the alternative. Thenew lag selection criteria we propose are shown to avoid this problem yet deliver unit root testswith almost identical finite sample size and power properties as the corresponding tests based onconventional lag selection methods when the shocks are homoskedastic.econometrics;

Lag Length Selection for Unit Root Tests in the Presence of Nonstationary Volatility

A number of recently published papers have focused on the problem of testing for a unit root in the case where the driving shocks may be unconditionally heteroskedastic. These papers have, however, assumed that the lag length in the unit root test regression is a deterministic function of the sample size, rather than data-determined, the latter being standard empirical practice. In this paper we investigate the finite sample impact of unconditional heteroskedasticity on conventional data-dependent methods of lag selection in augmented Dickey-Fuller type unit root test regressions and propose new lag selection criteria which allow for the presence of heteroskedasticity in the shocks. We show that standard lag selection methods show a tendency to over-fit the lag order under heteroskedasticity, which results in significant power losses in the (wild bootstrap implementation of the) augmented Dickey-Fuller tests under the alternative. The new lag selection criteria we propose are shown to avoid this problem yet deliver unit roots with almost identical finite sample size and power properties as the corresponding tests based on conventional lag selection methods when the shocks are homoskedastic.Unit root test, Lag selection, Information criteria, Wild bootstrap, Nonstationary volatility

Communicating biopsy results from breast screening assessment::current practice in English breast screening centres and staff perspectives of telephoning results

Objective To record how breast screening centres in England deliver all biopsy results (cancer/non-cancer) from the breast assessment visit.Design Online survey of 63 of 79 breast screening centres in England from all regions (East Midlands, East of England, London, North East Yorkshire & Humber, North West, South East, South West, West Midlands). The survey contained quantitative measures of frequency for telephoning biopsy results (routinely, occasionally or never) and optional qualitative free-text responses. Surveys were completed by a staff member from each centre.Results There were no regional trends in the use of telephone results services, (X² (14, n=63)=11.55, p=0.64), Centres who telephoned results routinely did not deliver results sooner than centres who deliver results in-person (X² (16, n=63)=12.76, p=0.69).When delivering cancer results, 76.2% of centres never telephone results and 23.8% of centres occasionally telephone results. No centres reported delivering cancer results routinely by telephone. Qualitative content analysis suggests that cancer results are only telephoned at the patient request and under exceptional circumstances.When delivering non-cancer results, 12.7% of centres never telephoned results, 38.1% occasionally telephoned results and 49.2% routinely telephoned results. Qualitative content analysis revealed different processes for delivering telephone results, including patient choice and scheduling an in-person results appointment for all women attending breast assessment, then ringing non-cancer results unexpectedly ahead of this prebooked appointment.Conclusions In the National Health Service Breast Screening Programme, breast assessment results that are cancer are routinely delivered in-person. However, non-cancer breast assessment results are often routinely delivered by telephone, despite breast screening policy recommendations. More research is needed to understand the impact of telephoning results on women attending breast assessment, particularly women who receive a non-cancer result. Future research should also consider how women themselves might prefer to receive their results

Evaluation of earlier versus later dietary management in long-chain 3-hydroxyacyl-CoA dehydrogenase or mitochondrial trifunctional protein deficiency::a systematic review

Background: Mitochondrial trifunctional protein (MTP) and long-chain 3-hydroxyacyl-CoA dehydrogenase (LCHAD) deficiencies are rare fatty acid β-oxidation disorders. Without dietary management the conditions are life-threatening. We conducted a systematic review to investigate whether pre-symptomatic dietary management following newborn screening provides better outcomes than treatment following symptomatic detection. Methods: We searched Web of Science, Medline, Pre-Medline, Embase and the Cochrane Library up to 23rd April 2018. Two reviewers independently screened titles, abstracts and full texts for eligibility and quality appraised the studies. Data extraction was performed by one reviewer and checked by another. Results: We included 13 articles out of 7483 unique records. The 13 articles reported on 11 patient groups, including 174 people with LCHAD deficiency, 18 people with MTP deficiency and 12 people with undifferentiated LCHAD/MTP deficiency. Study quality was moderate to weak in all studies. Included studies suggested fewer heart and liver problems in screen-detected patients, but inconsistent results for mortality. Follow up analyses compared long-term outcomes of (1) pre-symptomatically versus symptomatically treated patients, (2) screened versus unscreened patients, and (3) asymptomatic screen-detected, symptomatic screen-detected, and clinically diagnosed patients in each study. For follow up analyses 1 and 2, we found few statistically significant differences in the long-term outcomes. For follow up analysis 3 we found a significant difference for only one comparison, in the incidence of cardiomyopathy between the three groups. Conclusions: There is some evidence that dietary management following screen-detection might be associated with a lower incidence of some LCHAD and MTP deficiency-related complications. However, the evidence base is limited by small study sizes, quality issues and risk of confounding. An internationally collaborative research effort is needed to fully examine the risks and the benefits to pre-emptive dietary management with particular attention paid to disease severity and treatment group.</p

Tracking pulsar dispersion measures using the GMRT

In this paper, we describe a novel experiment for the accurate estimation of pulsar dispersion measures using the Giant Metre-wave Radio Telescope. This experiment was carried out for a sample of twelve pulsars, over a period of more than one year (January 2001 to May 2002) with observations about once every fortnight. At each epoch, the pulsar DMs were obtained from simultaneous dual frequency observations, without requiring any absolute timing information. The DM estimates were obtained from both the single pulse data streams and from the average profiles. The accuracy of the DM estimates at each epoch is ~ 1 part in 10^4 or better, making the data set useful for many different kinds of studies. The time series of DM shows significant variations on time scales of weeks to months for most of the pulsars. A comparison of the mean DM values from these data show significant deviations from catalog values (as well as from other estimates in literature) for some of the pulsars, with PSR B1642-03 showing the most notable changes. From our analysis results it appears that constancy of pulsar DMs (at the level of 1 in 10^3 or better) can not be taken for granted. For PSR B2217+47, we see evidence for a large-scale DM gradient over a one year period, which is modeled as being due to a blob of enhanced electron density sampled by the line of sight. For some pulsars, including pulsars with fairly simple profiles like PSR B1642-03, we find evidence for small changes in DM values for different frequency pairs of measurement, a result that needs to be investigated in detail. Another interesting result is that we find significant differences in DM values obtained from average profiles and single pulse data.Comment: 10 pages, 7 Postscript figures, to be published in MNRA

Hfq binding changes the structure of Escherichia coli small noncoding RNAs OxyS and RprA, which are involved in the riboregulation of rpoS

OxyS and RprA are two small noncoding RNAs (sRNAs) that modulate the expression of rpoS, encoding an alternative sigma factor that activates transcription of multiple Escherichia coli stress-response genes. While RprA activates rpoS for translation, OxyS down-regulates the transcript. Crucially, the RNA binding protein Hfq is required for both sRNAs to function, although the specific role played by Hfq remains unclear. We have investigated RprA and OxyS interactions with Hfq using biochemical and biophysical approaches. In particular, we have obtained the molecular envelopes of the Hfq–sRNA complexes using small-angle scattering methods, which reveal key molecular details. These data indicate that Hfq does not substantially change shape upon complex formation, whereas the sRNAs do. We link the impact of Hfq binding, and the sRNA structural changes induced, to transcript stability with respect to RNase E degradation. In light of these findings, we discuss the role of Hfq in the opposing regulatory functions played by RprA and OxyS in rpoS regulation

Adaptive foveated single-pixel imaging with dynamic super-sampling

As an alternative to conventional multi-pixel cameras, single-pixel cameras enable images to be recorded using a single detector that measures the correlations between the scene and a set of patterns. However, to fully sample a scene in this way requires at least the same number of correlation measurements as there are pixels in the reconstructed image. Therefore single-pixel imaging systems typically exhibit low frame-rates. To mitigate this, a range of compressive sensing techniques have been developed which rely on a priori knowledge of the scene to reconstruct images from an under-sampled set of measurements. In this work we take a different approach and adopt a strategy inspired by the foveated vision systems found in the animal kingdom - a framework that exploits the spatio-temporal redundancy present in many dynamic scenes. In our single-pixel imaging system a high-resolution foveal region follows motion within the scene, but unlike a simple zoom, every frame delivers new spatial information from across the entire field-of-view. Using this approach we demonstrate a four-fold reduction in the time taken to record the detail of rapidly evolving features, whilst simultaneously accumulating detail of more slowly evolving regions over several consecutive frames. This tiered super-sampling technique enables the reconstruction of video streams in which both the resolution and the effective exposure-time spatially vary and adapt dynamically in response to the evolution of the scene. The methods described here can complement existing compressive sensing approaches and may be applied to enhance a variety of computational imagers that rely on sequential correlation measurements.Comment: 13 pages, 5 figure