35 research outputs found
Mezzanine finance
No full textThe essay explores the structure and legal features of some complex financing transactions called "mezzanine finance", which fall within the area of debt subordination. After having detected the legal character of the various agreements through which a transaction of mezzanine financing is set up, the author focuses on the treatment of such contractual relationships in the event of insolvency of the parties involved therein (junior and senior creditors, commom debtor)
Società a partecipazione pubblica e ricorso al mercato dei capitali
No full textCurrently, a fair number of companies having among their shareholders the Italian State or some other public entities (Publicly Participated Companies – PPCs) issue stock or other financial securities (including bonds) which are traded on some Italian regulated financial markets, namely those run by Borsa Italiana s.p.a. (the Milan Stock Exchange). In 2016, the Italian legislator passed the Unified Code on PPCs (hereinafter: the “Code”), with the purpose of reorganizing and simplifying the existing massive body of laws governing all PPCs. This essay, which reproduces a talk given at a congress held at the University of Palermo on 16-17 December 2023, illustrates and discusses some of the main of company law rules governing such listed PPCs. The Code confirms the option – previously made through the passing of several “ad hoc” acts - for exempting said companies from the application of most of the special rules concerning the organization of PPCs. This is done in the light of the need for listed PPCs to compete on the financial markets with the other “ordinary” listed firms, of their being subject to special rules similar to those provided for by the Code for the other PPCs and of their being subject to the general system of supervision carried out by the Italian financial markets authority (the CONSOB). In this respect, the Author points out that the reasons for the exemption at issue can be actually found only in connection with companies holding listed shares, and criticizes the approach of the Code, according to which, for a certain number of years, all listed PPCs (including those who have issued only listed bonds) will benefit from the above said exemption. The Author then focuses on the main special pieces of legislation other than the Code which govern only PPCs with listed shares. As for this matter, the Author criticizes the fact that Code has not repealed some special rules, which inter alia set a maximum cap to the shares that can be held by the shareholders other than the “public” ones, and that on the whole make any transfer of control of listed CCPs from “public” to “private” shareholders through the ordinary market rules an almost impossible event
Changes over a workshift in aesthesiometric and vibrotactile perception thresholds of workers exposed to intermittent hand transmitted vibration from impact wrenches
No full textLe società quotate a partecipazione pubblica
No full textCurrently, a fair number of companies having among their shareholders the Italian State or some other public entities (“Publicly Participated Companies” -PPCs) are listed on an Italian regulated financial market, namely Borsa Italiana s.p.a. (the Milan Stock Exchange). This circumstance is the outcome of the massive process of dismissal of the stakes held by the Italian State (and to a lesser extent by other public bodies) in industrial, financial and banking businesses, which has been carried out since the early 1990s. Said listed PPCs have always undergone a legal treatment which partially differs both from the one applied to non-listed PPCs and from the one applied to fully “private” listed companies. In 2016, the Italian legislator passed the Unified Code on PPCs (hereinafter: the “Code”), with the purpose of reorganizing and simplifying the existing massive body of laws on the topic. This article focuses on the main features of company law rules governing listed PPCs. In its first paragraphs it illustrates the legal framework existing before the enactment of the Code, including the topic of the move from the “golden shares” to the “golden powers” held by the State in relation to the dismissal of stakes in vital industries for national interests. In the following paragraphs, the article focuses on the legal framework created by the Code. In this connection, the piece of legislation at issue provides for a rather complex definition of a “listed PPC”, which is discussed in depth. The Code also confirms the option for exempting said companies from the application of most of the special rules concerning the organization of PPCs, in light of the need for such listed companies to compete on the financial markets with the other “ordinary” listed firms and of their being subject to the general system of supervision carried out by the Italian financial markets authority (the CONSOB). However, the Author points out that the Code does not repeal some provisions granting special rights to the “public” shareholders, namely those which, by playing a “poison pill” role, make any transfer of control of listed CCPs from “public” to “private” shareholders through ordinary market rules an almost impossible event
La “galassia” delle società con azioni quotate a partecipazione pubblica: profili di disciplina tra interessi pubblici e mercato
No full textThe essay focuses on the legal treatment of listed companies – i.e. companies issuing shares which are traded on the regulated market of Borsa Italiana s.p.a. - which have among their shareholders the Italian State and/or some other public entities (“Publicly Participated Companies”). Such companies are subject to rules which partially differ from both those governing non listed Publicly Participated Companies and those governing all the other listed companies. At the same time, even the “ad hoc” provisions regarding the issuers at stake may differ, depending on various factors such as the business activities carried out, the identity of their “public” shareholders, the reasons which led a public entity to acquire shares in some listed company. The companies at issue are expressly exempted from the application of most of the provisions laid out by the Unified Code on Publicly Participated Companies of 2016. In addition, most of them originate from the campaign of privatizations of large publicly-held firms that started in the 1990s and are still subject to some of the special rules which were passed at that time. As a result, in many instances transfer of control from “public” to “private” shareholders through ordinary market rules is an almost impossible event. On the other hand, on the basis of a comprehensive analysis of the current legislation on sustainability and ESG factors, the Author argues for the existence of both an enhanced duty to pursue such goals for the directors of State-controlled listed companies and a specific interest in achieving the same results on the side of “public” shareholders, which tends to overlap with the interests of the private one
Ultrastructure of the Spermiogenesis in <i>Halyomorpha halys</i> (Hemiptera: Pentatomidae): X-Irradiation and New Insights on the Centriolar Region Organization
No full textHalyomorpha halys (Heteroptera: Pentatomidae) is an insect pest native to Asia that has spread over the last two decades to most of the North America, parts of South America, Europe and North Africa. Its impact is significant as it can feed on more than 300 host plants, rendering affected fruits and vegetable crops unsellable or of lower quality. Various chemical and biological methods have been used to control this pest, with varying degrees of success. The sterile insect technique (SIT) is a pest control method involving the sterilization of insects via ionizing radiation and their subsequent mass release into the field. In the present contribution, the spermiogenesis of H. halys was studied from an ultrastructural point of view in both irradiated and non-irradiated adult males. In both cases, we observed ultrastructural characteristics typical of hemipteran sperm cells: bridges connecting the mitochondrial derivatives and the axonemal microtubules, the absence of accessory bodies, and the presence of two or three crystalline inclusions within the mitochondrial derivatives, an acrosome composed of tightly packed tubules, and an atypical, plaque-shaped microtubular organizing center (MTOC) in the centriolar region. Moreover, in the same region, we seldom observed the presence of two centrioles in the spermatids, one of which disappeared at a later stage of maturation. This feature is a novelty for insect spermiogenesis. The cysts of irradiated adults were not all uniformly affected by the radiation. However, irradiated cysts sometimes exhibited a general disorganization of sperm arrangement, incomplete divisions of sperm cells resulting in multiple copies of the same organelle within the same cell, failure to reabsorb the cytoplasm, and the lack of axonemes. Finally, rod-shaped viruses or virus-like particles were observed in vasa deferentia independently of irradiation
Discussion of "Resistance properties of sediment laden streams" by Vito A. Vanoni and George N. Homicos
No full textCER59DBS32.Also published in: Journal of the Hydraulics Division: proceedings of the American Society of Civil Engineers, HY12 (Dec. 1959), paper 2020 (May 1959)
Effects of irradiation on biology and mating behaviour of wild males of brown marmorated stink bug using a 6 MV medical linear accelerator
No full textThe brown marmorated stink bug, Halyomorpha halys, is a pentatomid bug of Eastern Asian origin that became an economically relevant pest in the Eurasian and American continents. Management of this species is limited to use of chemical insecticides: an inefficient method due to the strong adaptability of the target pest. The sterile insect technique (SIT) is potentially a valid tactic in the search for nontoxic alternatives. In this work, we investigated the suitability of masstrapped overwintering males, collected during the aggregation phase before the winter diapause, for their release as competitive sterile males in an SIT programme. Differently from previous studies, irradiation was applied with a linear accelerator device that produced high-energy photons. Following a similar scientific protocol with newly emerged irradiated males, the effects of X-ray irradiation on physiological parameters (longevity, fecundity and fertility) were assessed. In addition, behavioural bioassays were carried out in no-choice conditions to evaluate if irradiation interferes with mating processes. The results are very encouraging; the effects of the irradiation at 32 Gy did not differ from the controls in the longevity or fecundity of the exposed overwintering adults. The hatching rate of the eggs laid by the fertile females that had mated with the irradiated males was less than 5%. The results of behavioural bioassays showed that the irradiation did not cause a significant impact on the quality of the sterile males. More research is warranted to evaluate the mating competitiveness of sterile males in semi-field and field condition
Terminal velocity formula for spheres in a viscous fluid
No full textVarious attempts have been made to develop a general expression for the terminal velocity of spheres in a viscous fluid (Stokes, Prandtl, Oseen, Rubey, etc.: see Bogardi, 1974 and Vanoni, 1975). All of these formulae show a lack of accuracy and/or are restrict ed to a relatively small range of Reynolds numbers. Since sieving is a time consuming method for determining particle size the interest in the use of settling tubes has increased as a mean of particle-size analysis. A measure of the size of an irregular shaped particle is the sedimentation diameter defined as the diameter of the sphere that has the same density and the same terminal settling velocity as the given particle in the same sedimentation fluid. It is therefore very convenient to have a general and accurate expression for the conversion from settling velocity to sedimentation diameter. In this note new formulae for the terminal velocity as well as the sedimentation diameter are derived having a high accuracy and a wide range of validity. A relatively simple analytical expression is derived for the terminal velocity of sphere that depends on the diameter, the density and the kinematic viscosity, due to an acting force. The accuracy of the derived formula is better than 2% for Reynolds numbers up to 2000.Hydraulic EngineeringCivil Engineering and Geoscience
La danza en la palabra
No full textThis paper focuses on the process of musical creation starting from the language. It uses, as a bridge, the linguistic and musical structuralism, in order to take an aesthetic posture of experimentation in creative development to connect the music and the word. It proposes: To use the sign as possible point of encounter to relate the dance and the poetry; dance not seen from its perspective of artistic activity, but as a sound body movement, i.e. of the language, representing the rhythm and the melody that are unique to it, and poetry as the most literary musical form that allows to combine three models that are involved, music, dance and language, from a structure proposed by the author (Sound-Form-Rhythm Syntax). To take a historical tour of the concept of absolute music at the time of the enlightenment to propose and show the relationship between music and word, starting from the fact that the word is a sonic phenomenon. − To apply the use of the modal writing technique (rhythmic modes) to connect the music and the word, making use of it for the sustenance and development of two of the four compositions in single piano and duet formats: piano and voice. To support the idea that music is a sound phenomenon; spoken signs can also be considered a possible source of musical creation.Este trabajo se enfoca y aborda el proceso de creación musical a partir del lenguaje, usando como puente al estructuralismo lingüístico y musical. Toma estos como postura estética de experimentación en el desarrollo creativo para conectar a la música y la palabra. La investigación propone: Usar al signo como posible punto de encuentro para relacionar la danza y la poesía; la danza no vista desde su perspectiva de actividad artística sino como el movimiento de un cuerpo sonoro, es decir del lenguaje, representando el ritmo y la melodía que son propios del mismo, y la poesía como la forma literaria más musical que permita aunar tres modelos que se interrelacionan -música, danza y lenguaje- a partir de una estructura propuesta por el autor (Sonido-Forma-Ritmo-Sintaxis). Hacer un recorrido histórico del concepto de música absoluta en la época de la Ilustración para proponer y evidenciar la relación entre música y palabra, partiendo de que la palabra es un fenómeno sonoro. Aplicar la técnica de escritura modal (modos rítmicos) para conectar a la música y la palabra, haciendo uso de esta para el sustento y desarrollo de dos de las cuatro composiciones en formatos a piano solo y a dúo: piano y voz. Apoyar la idea de que la música es un fenómeno sonoro, los signos hablados pueden ser, así mismo, considerados una posible fuente de creación musical
