SPECIFIC PROBLEMS ARISING OUT OF EXERCISE OF THE RIGHT OF PRE-EMPTION IN RESPECT OF PARTICIPATORY INTEREST (SHARES)

2021 ◽  
Vol 20 (6) ◽  
pp. 67-167
Author(s):  
I.S. CHUPRUNOV
Keyword(s):  
Constitutive Theory ◽  
Original Contract ◽  
The Right

The paper provides analysis of the rights available to the parties of the legal relationships resulting from exercise of the right of pre-emption in respect of the participatory interest (shares), including, in particular, transformation powers available to the right holder, claims against the transferor (grantor) and its counterparty, as well as the right to take away the participatory interest (shares) from such counterparty. The author demonstrates that for the purposes of resolving theoretical and practical problems arising in this connection the constitutive theory – according to which the exercise of the right of pre-emption leads to the emergence of a new contract between the right holder and the transferor (grantor) generally on the same conditions as the original contract between the transferor (grantor) and its counterparty (the principle of identity) – has indisputable advantages. The paper, among other things, provides indepth analysis of individual cases of deviation from the principle of identity as well as the problems relating to modification, termination and invalidity of the original contract. In addition, the author examines in detail the rights available to the counterparty and the transferor (grantor), including the particularities of settlement in case where the right holder takes away the participatory interest (shares) from the counterparty as a result of exercise of the right of pre-emption.

ON CONSTRUCT OF THE RIGHT OF PRE-EMPTION IN RESPECT OF PARTICIPATORY INTEREST (SHARES)

2020 ◽  
Vol 20 (4) ◽  
pp. 94-219
Author(s):  
I.S. CHUPRUNOV
Keyword(s):  
General Rule ◽  
Constitutive Theory ◽  
Freedom Of Contract ◽  
Legal Nature ◽  
Public Corporation ◽  
Russian Law ◽  
Right Of First Refusal ◽  
The Right

The paper provides analysis of the legal nature and the mechanism for exercise of the right of pre-emption (right of first refusal) in respect of execution of a contract taking as an example of right of first refusal to purchase a stake in a non-public corporation, and also examines the boundaries of parties’ autonomy and freedom of contract in this area. The author comes to the conclusion that the key elements of the construction of the right of pre-emption are the transformation powers that belong to the right holder. The author also demonstrates that, notwithstanding their dominance in Russian law, the views, which suggest that exercise of the right of pre-emption leads to “transfer of rights and obligations of a purchaser” (the translative theory), should be rejected. These views must be replaced with the constitutive theory, according to which exercise of the right of pre-emption results in a new contract between the right holder and the seller (as a general rule, on the same terms that were agreed between the seller and the purchaser).

A Constitutive Theory for Biomembranes: Application to Epicardial Mechanics

1992 ◽  
Vol 114 (4) ◽  
pp. 461-466 ◽  
Author(s):  
J. D. Humphrey ◽  
R. K. Strumpf ◽  
F. C. P. Yin
Keyword(s):  
Constitutive Relation ◽  
Experimental Approach ◽  
Functional Form ◽  
Biological Membrane ◽  
Left Ventricular ◽  
Constitutive Theory ◽  
Material Parameters ◽  
Biomechanical Behavior ◽  
The Right

We present a new theoretically motivated experimental approach for identifying the functional form of a constitutive relation for any nonlinear, anisotropic pseudoelastic biological membrane. The utility of this approach is illustrated by identifying, from biaxial data, a new constitutive relation for excised ventricular epicardium. Values of the associated material parameters are calculated and compared for right and left ventricular specimens. Based on our findings, we suggest that there are no significant differences in the biomechanical behavior of epicardium excised from the right and left ventricular free walls of canine hearts.

A Fundamentação Kantiana do Estado de Direito

2004 ◽  
Vol 12 (24) ◽  
pp. 5-20
Author(s):  
Aylton Barbieri Durão ◽  
Keyword(s):  
Private Property ◽  
The State ◽  
The Other ◽  
The Political ◽  
Evolutionary Anthropology ◽  
Civil State ◽  
The Public ◽  
Other Hand ◽  
Original Contract ◽  
The Right

Kant intends to present a Foundation of the state of right based on the reconstruction of Jean-Jacques Rousseau’s thought. Like the Genevanese philosopher who presents an empirical explanation based on the evolutionary anthropology, and a rational Foundation, based on the political and juridical philosophy, Kant also imagines two ways to fundament the state of right. In his empirical explanation, along with the anthropology, he introduces the history philosophy, which considers that the unsociable sociability makes the humankind leave its state of nature and establish, by means of an usurper, the civil state, in which it gradually approaches the republican constitution and, later, the States Federation and the cosmopolitan right; the rational Foundation, on the other hand, shows how the original contract indirectly determines the Foundation of the civil state, to the extent that only through it is it possible to establish the presumption of the right to the private property that will just turn effective in the civil state itself, although the public right directly postulates the state fundament, which is obtained analytically from the principle of the right in opposition to the concept of violence.

Investor-State Dispute Settlement under NAFTA Chapter 11: The Shape of Things to Come?

1998 ◽  
Vol 35 ◽  
pp. 263-290
Author(s):  
J. Anthony VanDuzer
Keyword(s):  
Free Trade Agreement ◽  
Dispute Settlement ◽  
Trade Agreement ◽  
Minimum Standards ◽  
The North ◽  
State Behaviour ◽  
Nafta Chapter 11 ◽  
To Come ◽  
The Right

SummaryRecently, there has been a proliferation of international agreements imposing minimum standards on states in respect of their treatment of foreign investors and allowing investors to initiate dispute settlement proceedings where a state violates these standards. Of greatest significance to Canada is Chapter 11 of the North American Free Trade Agreement, which provides both standards for state behaviour and the right to initiate binding arbitration. Since 1996, four cases have been brought under Chapter 11. This note describes the Chapter 11 process and suggests some of the issues that may arise as it is increasingly resorted to by investors.

What face familiarity feelings say about the lateralization of specific entities within the core system

2019 ◽  
Vol 42 ◽  
Author(s):  
Guido Gainotti
Keyword(s):  
Temporal Lobe ◽  
Memory System ◽  
Core System ◽  
The Core ◽  
Memory Traces ◽  
Specific Memory ◽  
Target Article ◽  
Temporal Structures ◽  
The Right

Abstract The target article carefully describes the memory system, centered on the temporal lobe that builds specific memory traces. It does not, however, mention the laterality effects that exist within this system. This commentary briefly surveys evidence showing that clear asymmetries exist within the temporal lobe structures subserving the core system and that the right temporal structures mainly underpin face familiarity feelings.

Study of charge transfer in FeTi

1983 ◽  
Vol 41 ◽  
pp. 296-297
Author(s):  
J. Taft∅
Keyword(s):  
Charge Transfer ◽  
Charge Distribution ◽  
Electron Scattering ◽  
Periodic System ◽  
Electron Distribution ◽  
Scattering Amplitude ◽  
Transition Elements ◽  
Hartree Fock ◽  
Cscl Structure ◽  
The Right

It is well known that for reflections corresponding to large interplanar spacings (i.e., sin θ/λ small), the electron scattering amplitude, f, is sensitive to the ionicity and to the charge distribution around the atoms. We have used this in order to obtain information about the charge distribution in FeTi, which is a candidate for storage of hydrogen. Our goal is to study the changes in electron distribution in the presence of hydrogen, and also the ionicity of hydrogen in metals, but so far our study has been limited to pure FeTi. FeTi has the CsCl structure and thus Fe and Ti scatter with a phase difference of π into the 100-ref lections. Because Fe (Z = 26) is higher in the periodic system than Ti (Z = 22), an immediate “guess” would be that Fe has a larger scattering amplitude than Ti. However, relativistic Hartree-Fock calculations show that the opposite is the case for the 100-reflection. An explanation for this may be sought in the stronger localization of the d-electrons of the first row transition elements when moving to the right in the periodic table. The tabulated difference between fTi (100) and ffe (100) is small, however, and based on the values of the scattering amplitude for isolated atoms, the kinematical intensity of the 100-reflection is only 5.10-4 of the intensity of the 200-reflection.

New Dimensions in Freeze-Etching

1969 ◽  
Vol 27 ◽  
pp. 202-203 ◽  
Author(s):  
Russell L. Steere ◽  
Michael Moseley
Keyword(s):  
Fracture Surfaces ◽  
Aluminum Specimen ◽  
Specimen Holder ◽  
Freeze Etching ◽  
The Right

A redesigned specimen holder and cap have made possible the freeze-etching of both fracture surfaces of a frozen fractured specimen. In principal, the procedure involves freezing a specimen between two specimen holders (as shown in A, Fig. 1, and the left side of Fig. 2). The aluminum specimen holders and brass cap are constructed so that the upper specimen holder can be forced loose, turned over, and pressed down firmly against the specimen stage to a position represented by B, Fig. 1, and the right side of Fig. 2.

Adrenocorticotropin Production by a Mammary Carcinoma

1977 ◽  
Vol 35 ◽  
pp. 462-463
Author(s):  
K.S. McCarty ◽  
N.R. Wallace ◽  
W. Litaker ◽  
S. Wells ◽  
G. Eisenbarth
Keyword(s):  
Adrenocorticotropic Hormone ◽  
Small Cell ◽  
Hormone Production ◽  
Carcinoma Of The Breast ◽  
Ectopic Acth ◽  
Ultrastructural Studies ◽  
Subcutaneous Metastases ◽  
Ectopic Acth Production ◽  
The Right ◽  
Pituitary Carcinomas

The production of adrenocorticotropic hormone by non-pituitary carcinomas has been documented in several tumors, most frequently small cell carcinoma of the lung, islet cell carcinomas of the pancreas, thymomas and carcinoids. Electron microscopy of these tumors reveals typical membrane-limited "neurosecretory" granules. Confirmation of the granules as adrenocorticotropin (ACTH) requires the use of OsO4 as a primary fixative to give the characteristic cored granule appearance in conjunction with immunohistochemical demonstration of the hormone peptide. Because of the rarity of ectopic ACTH production by mammary carcinomas and the absence of appropriate ultrastructural studies in the two examples of such ectopic hormone production in the literature of which we are aware (1,2), we present biochemical and ultrastructural data from a carcinoma of the breast with apparent ACTH production.The patient had her primary tumor in the right breast in 1969. The tumor recurred as visceral and subcutaneous metastases in 1976 and again in 1977.

Z-line degradation and phagocytosis of sarcomeric fragments in myonecrosis

1983 ◽  
Vol 41 ◽  
pp. 790-791
Author(s):  
Melinda L. Estes ◽  
Samuel M. Chou
Keyword(s):  
Vastus Lateralis ◽  
Inflammatory Myopathy ◽  
Muscle Disease ◽  
White Female ◽  
Inflammatory Cell Infiltrate ◽  
Limb Weakness ◽  
Muscle Diseases ◽  
History Of ◽  
The Right ◽  
Mononuclear Inflammatory Cell

Many muscle diseases show common pathological features although their etiology is different. In primary muscle diseases a characteristic finding is myofiber necrosis. The mechanism of myonecrosis is unknown. Polymyositis is a primary muscle disease characterized by acute and subacute degeneration as well as regeneration of muscle fibers coupled with an inflammatory infiltrate. We present a case of polymyositis with unusual ultrastructural features indicative of the basic pathogenetic process involved in myonecrosis.The patient is a 63-year-old white female with a one history of proximal limb weakness, weight loss and fatigue. Examination revealed mild proximal weakness and diminished deep tendon reflexes. Her creatine kinase was 1800 mU/ml (normal < 140 mU/ml) and electromyography was consistent with an inflammatory myopathy which was verified by light microscopy on biopsy muscle. Ultrastructural study of necrotizing myofiber, from the right vastus lateralis, showed: (1) degradation of the Z-lines with preservation of the adjacent Abands including M-lines and H-bands, (Fig. 1), (2) fracture of the sarcomeres at the I-bands with disappearance of the Z-lines, (Fig. 2), (3) fragmented sarcomeres without I-bands, engulfed by invading phagocytes, (Fig. 3, a & b ), and (4) mononuclear inflammatory cell infiltrate in the endomysium.

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