scholarly journals Le droit des valeurs mobilières et le retour des compagnies publiques au statut de compagnie privée

2005 ◽  
Vol 20 (3) ◽  
pp. 539-582
Author(s):  
Robert Alain

This article examines the « going private » phenomenon as it has developed in the United States and Canada over the past few years as well as its implications for Quebec law. « Going private » transactions involve different means of corporate reorganization that allow a few controlling shareholders to eliminate, without adequate compensation, most other shareholders from further participation in a corporate body. Such transactions are of interest to those who study company law or securities law as the methods employed often go beyond the spirit of both. The author attempts to demonstrate the role each can play in preventing abuses of minority rights. Corporate law, while ensuring majority rule, seeks to protect individual shareholders while securities law has developed to avoid the manipulation of individual shareholders in transactions involving securities. The author believes that « going private » should take place only if full disclosure of the aims of the controlling group have been given to the minority, if there is a valid business purpose for going private and if the eliminated shareholders are treated fairly. Examples of these criteria are to be found in recent American, Canadian and Quebec jurisprudence as well as in the policy statements of the Securities Exchange Commission and the Ontario Securities Commission. These are analysed in relation to present Quebec law. The author suggests that the Quebec Securities Commission should adopt a policy statement on « going private » similar to that of the OSC. This would be a better means of ensuring that the Quebec Securities Commission fulfill its role of promoting investor protection and an efficient securities market.

2013 ◽  
Vol 8 (2) ◽  
pp. 248
Author(s):  
Michelle Dalton

Objective – To explore how collection development policies currently support the role and purpose of prison libraries, and to explore if the accessibility of circulation records impacts on patron privacy. Design – Online survey questionnaire and a case study analysis of the existing policy statements of selected correctional institutions. Setting – The prison library sector in the United States. Subjects – 17 librarians and library staff across ten states in the United States. Methods – An eight-question online questionnaire was used to explore the existing collection development and circulation policies in prison libraries, and the level of adherence to the guidelines of the Association of Specialized and Cooperative Library Agencies (ASCLA) and the American Correctional Association (ACA). In addition, participants were encouraged to forward any circulation or collection development policy statements for more detailed analysis. Each policy was then reviewed to assess the degree of alignment or otherwise with the American Library Association’s (ALA) Prisoners’ Right to Read guidelines (2010). Main Results – The results of the survey found that 24% of libraries had no formal collection development policy, and at least 53% of libraries had no circulation policy statement. In these instances, the libraries were typically subject to the local policies and procedures of the correctional institution. The purpose of the library and its collection was primarily viewed as: providing recreational reading material; maintaining contact with the outside world and enabling re-entry into the community; and supporting vocational skills and lifelong learning. In selecting materials, the results indicated that a broadly similar approach to that of public libraries was adopted by most institutions, with the exception of any material that may pose a safety or security threat to the institution. In one institution the use of library services or resources for legal purposes or to provide legal assistance was also clearly prohibited in the collection development policy, although approximately half of the libraries did state that providing legal material was one of their roles. The lengthy and arduous approval process for ordering books and other materials (up to ten months in one instance) was reported by several participants due to the layers of bureaucracy and controls inherent in the prison setting. With regard to circulation records and confidentiality issues, 35% of libraries deleted such records instantly upon return of the items, compared with 30% that archived them. A further 29% only retained information from the current and most recent patrons for the purposes of assessing and charging for damaged items. Conclusion – The author found the prison library sector to be a relatively challenging environment. In this context, following the existing guidelines and best practice as recommended by the ALA and others, and establishing clear and ethical policy statements can help libraries to support the needs and rights of patrons more effectively.


2001 ◽  
Vol 50 (4) ◽  
pp. 787-810 ◽  
Author(s):  
Iain MacNeil ◽  
Alex Lau

Listing rules have always played a significant role in corporate regulation by controlling the manner in which companies raise capital through the issue of securities and the subsequent trading of those securities between investors. The regulatory role of listing rules can be characterised as the top-tier in a system of regulation for listed companies in which the lower tiers are represented by securities law and general corporate law. Company law represents the bottom tier of regulation as it applies to all companies, albeit with some distinctions made between public and private companies. While company law does contain a substantial body of rules which are subject to change by share-holders (‘default rules’), it also contains a core of mandatory rules (not subject to change by shareholders) which are regulatory in their nature.


2008 ◽  
Vol 20 (3) ◽  
pp. 97-105 ◽  
Author(s):  
Smita C. Banerjee ◽  
Kathryn Greene ◽  
Marina Krcmar ◽  
Zhanna Bagdasarov ◽  
Dovile Ruginyte

This study demonstrates the significance of individual difference factors, particularly gender and sensation seeking, in predicting media choice (examined through hypothetical descriptions of films that participants anticipated they would view). This study used a 2 (Positive mood/negative mood) × 2 (High arousal/low arousal) within-subject design with 544 undergraduate students recruited from a large northeastern university in the United States. Results showed that happy films and high arousal films were preferred over sad films and low-arousal films, respectively. In terms of gender differences, female viewers reported a greater preference than male viewers for happy-mood films. Also, male viewers reported a greater preference for high-arousal films compared to female viewers, and female viewers reported a greater preference for low-arousal films compared to male viewers. Finally, high sensation seekers reported a preference for high-arousal films. Implications for research design and importance of exploring media characteristics are discussed.


Author(s):  
Taylor F Brinkman

During the past decade, forty-six professional sports venues were constructed in the United States, while only 16 expansion teams were created by the major sports leagues. Nearly two thirds of these newly built stadiums and arenas were funded with public tax revenues, despite substantial evidence showing no positive economic impact of new sports stadium construction on local communities. In reviewing the economic literature, this article investigates the role of professional sports organizations in the construction and public subsidization of new sports venues. Franchise relocation and public stadium subsidization is a direct result of the monopoly power of professional sports leagues, whose franchise owners extract large subsidies from their host communities by threatening to relocate to viable alternative locations. After explaining how the most common methods of stadium subsidization project a disproportionate allocation of the benefits and costs of hosting a professional team to local community interests, this article outlines several considerations for local policymakers who seek to reinvigorate public discussion of equity concerns in professional sports finance.


Author(s):  
G. John Ikenberry

The end of the Cold War was a “big bang” reminiscent of earlier moments after major wars, such as the end of the Napoleonic Wars in 1815 and the end of the world wars in 1919 and 1945. But what do states that win wars do with their newfound power, and how do they use it to build order? This book examines postwar settlements in modern history, arguing that powerful countries do seek to build stable and cooperative relations, but the type of order that emerges hinges on their ability to make commitments and restrain power. The book explains that only with the spread of democracy in the twentieth century and the innovative use of international institutions—both linked to the emergence of the United States as a world power—has order been created that goes beyond balance of power politics to exhibit “constitutional” characteristics. Blending comparative politics with international relations, and history with theory, the book will be of interest to anyone concerned with the organization of world order, the role of institutions in world politics, and the lessons of past postwar settlements for today.


2007 ◽  
Vol 30 (4) ◽  
pp. 47
Author(s):  
P. Pace-Asciak ◽  
T. Gelfand

Medical students depend on illustration to learn anatomical facts and details that may be too subtle for the written or spoken word. For surgical disciplines, learners rely on tools such as language, 2-dimensional illustrations, and 3-dimensional models to pass on important concepts. Although a photograph can convey factual information, illustration can highlight and educate the pertinent details for understanding surgical procedures, neurovascular structures, and the pathological disease processes. In order to understand the current role of medical illustration in education, one needs to look to the past to see how art has helped solve communication dilemmas when learning medicine. This paper focuses on Max Brodel (1870-1941), a German-trained artist who eventually immigrated to the United States to pursue his career as a medical illustrator. Shortly after his arrival in Baltimore, Brodel made significant contributions to medical illustration in Gynecology at John Hopkins University, and eventually in other fields of medicine such as Urology and Otolaryngology. Brodel is recognized as one of America’s most distinguished medical illustrators for creating innovative artistic techniques and founding the profession of medical illustration. Today, animated computer based art is synergistically used with medical illustration to educate students about anatomy. Some of the changes that have occurred with the advancement of computer technology will be highlighted and compared to a century ago, when illustrations were used for teaching anatomy due to the scarcity of cadavers. Schultheiss D, Udo J. Max Brodel (1870-1941) and Howard A.Kelly (1858-1943) – Urogynecology and the birth of modern medical illustration. European Journal of Obstetrics & gynecology and Reproductive Biology 1999; 86:113-115. Crosby C. Max Brodel: the man who put art into medicine. New York: Springer-Verlag, 1991. Papel ID. Max Brodel’s contributions to otolaryngology – Head and Neck surgery. The American Journal of Otology 1986; 7(6):460-469.


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