bluuebunny/crossref_metadata_2025_split huggingface dataset:
WHEN SHAREHOLDERS CHOOSE NOT TO MAXIMIZE VALUE: THE UNION BANK OF SWITZERLAND'S 1994 PROXY FIGHT
Authors: Loderer Claudio , Zgraggen Plus 
Published: April 2005

This paper examines the fight over a share reunification plan that pitted Swiss financier Martin Ebner against Union Bank of Switzerland (UBS), once the largest Swiss bank and a global leader in asset management. In the U.S. corporate governance debate, large shareholders are often held up as a possible solution to corporate governance problems. But this examination of the UBS proxy fight shows why some large shareholders can themselves be a source of governance problems.The share reunification plan was designed to combine the firm's two classes of stock: registered (voting) shares and bearer (non‐voting) shares. As its motive for the plan, the UBS board cited a desire both to increase liquidity and to prevent a control change. The majority of the holders of the company's registered stock—many of whom had other financial ties to the bank—ended up voting for a proposal that caused them to lose 11% of the value of their shares during the three trading days following its announcement, and eventually almost twice as much. Moreover, even the holders of the bearer stock hurt themselves by approving the reunification plan. Although the plan clearly transferred value from the registered to the bearer shares, the redistribution benefits from the plan for the bearer shareholders were not sufficient to offset their losses from the reduced probability of a control change.Although it did not succeed in accomplishing its immediate goal, the UBS proxy fight is today recognized as a watershed event in Swiss corporate governance. Until recently, Switzerland's economy has been dominated by cartels, with closely overlapping boards of directors. Hostile takeovers were essentially unheard of, and criticism of management by shareholders was highly unusual. Ebner's activities have had the effect of stimulating public debate about shareholders' rights and shareholder activism. In so doing, they have made it more acceptable for shareholders to criticize management and established shareholder value as a “politically correct” goal for Swiss corporations.
CONVERTIBLE SECURITIES: A TOLLBOX OF FLEXIBLE FINANCIAL INSTRUMENTS FOR CORPORATE ISSUERS
Authors: Ganshaw Trevor , Dillon Derek 
Published: April 2005

During the 1990s, convertible and equity‐linked securities emerged as a major source of financing for U.S. corporate issuers. Issuance volume grew steadily throughout the decade and the secondary market value of U.S. convertible securities now exceeds $200 billion. In this overview of the market, the authors discuss the following: (1) the growth of issuance volume in the U.S. equity‐linked market; (2) the basic characteristics of convertible securities; (3) convertible debt alternatives; and (4) convertible preferred alternatives.As a result of the proliferation of new convertible structures, corporate issuers are now able to adjust coupon/dividend, conversion premium, and call protection in order to meet their tax, accounting, rating agency, and cost‐of‐capital objectives. Historically, the convertible new issue market has had a broad variety of issuers, spanning all industry sectors as well as both investment grade and high yield credits. But in the last two years, the most aggressive issuers have been technology‐oriented companies, including telecommunications, Internet, hardware, software, and biotechnology concerns. Such technology‐related issuers, which are often rated below investment grade and unable to secure straight debt capital, are generally in heavy‐spending phases and view convertible bonds as a source of inexpensive financing. At the same time, investment‐grade, “old‐economy” issuers have continued to use convertible securities selectively, in most cases as cheap “quasi‐equity” in the context of mergers and acquisitions, or as a tax‐deferred strategy for selling cross‐holdings of stock.
WHAT DO WE KNOW ABOUT STOCK REPURCHASES?
Authors: Grullon Gustavo , Ikenberry David L. 
Published: April 2005

Stock repurchases by U.S. companies experienced a remarkable surge in the 1980s and ‘90s. Indeed, in 1998, the total value of all stock repurchased by U.S. companies exceeded for the first time the total amount paid out as cash dividends. And the U.S. repurchase movement has gone global in the past few years, spreading not only to Canada and the U.K., but also to countries like Japan and Germany, where such transactions were prohibited until recently.Why are companies buying back their stock in such amounts? After dismissing the popular argument that stock repurchases boost earnings per share, the authors argue that repurchases serve to add value in two main ways: (1) they provide managers with a tax‐efficient means of returning excess capital to shareholders and (2) they allow managers to “signal” to investors their view that the firm is undervalued. Returning excess capital is value‐adding for two reasons: First, it helps prevent companies from pursuing growth and size at the expense of profitability and value. Second, by returning capital to investors, repurchases (like dividends) play the critically important economic function of allowing investors to channel their investment from mature or declining sectors of the economy to more promising ones.But if stock repurchases and dividends serve the same basic economic function, why are repurchases growing more rapidly? Part of the explanation is that, because repurchases are taxed as capital gains and dividends as ordinary income, repurchases are a more tax‐efficient way of distributing excess capital. But perhaps even more important than their tax treatment is the flexibility that (at least) open market repurchases provide corporate managers‐flexibility to make small adjustments in capital structure, to exploit (or correct) perceived undervaluation of the firm's shares, and possibly even to increase the liquidity of the stock, which could be particularly valuable in bear markets.For U.S. regulators, the growth in open market stock repurchases raises some interesting issues. Perhaps most important, companies are not required to (and rarely do) furnish their investors with details about a given program's structure, execution method, number of shares repurchased, or even its duration. Policy regulators (and corporate executives as well) should consider some of the benefits provided by other systems, notably Canada's, which provide greater transparency and more guidelines for the repurchase process.
CAPITAL FORMATION AND THE INTERNET
Authors: Aggarwal Reena , Dahiya Sandeep 
Published: April 2005

The Internet is expected to play a significant role in the capital‐raising process. Internet investment banks like Wit Capital and WR Hambrecht are supposed to make the IPO process more equitable by giving retail investors access to deals and pricing deals more accurately, thereby leaving less “money on the table” and lowering the cost of going public.This article argues that the Internet will not replace, but will likely “supplement,” the current system. The certification function provided by traditional investment banks and their relationships with institutional investors will continue to be important determinants of a successful offering. Thus, although Internet banks will get pieces of IPO transactions, the lead managers of such deals will continue to be older firms with well‐established reputations and ties with institutions.Nevertheless, the Internet is expected to play a larger role in the case of public bond offerings. Because the issuance of bonds is a repetitive business and the pricing is much simpler, the authors predict that the Internet will significantly reduce the costs of issuing bonds and perhaps limit the role of traditional investment banks in this process.
CAPITAL MARKET EXCESSES AND COMPETITIVE STRENGTH: THE CASE OF THE HARD DISK DRIVE INDUSTRY 1984–2000
Authors: Bygrave William D. , Lange Julian E. , Roedel J. R. , Wu Gary 
Published: April 2005

In a much‐cited 1985 study of the U.S. hard disk drive industry entitled “Capital Market Myopia,” William Sahlman and Howard Stevenson concluded that “excesses in the capital markets turned an opportunity into a disaster” for investors in the emerging industry. Sahlman and Stevenson fretted about what their findings implied not only for investors but also for the industrial competitiveness of the U.S.A.With the benefit of hindsight, the research presented in this article shows how the hard disk drive industry has evolved in the past 15 years to the point where disk drives are a vital part of the information technology revolution that has transformed the way we live, work, and play. The authors' research examines the financial performance of both hard disk drive manufacturers and storage system manufacturers completely dependent on hard disk drives; looks at improvements in the technical performance of hard drives; and then compares the competitiveness of U.S. companies with foreign manufacturers.After the venture capital/IPO bubble of the early 1980s gave way to the traditional discipline of U.S. financial markets, many weak companies were driven out of business and others were forced to consolidate. Only a handful of the startup firms survived. But these U.S companies, together with IBM, now dominate the global hard drive market. Moreover, there are striking parallels between the 1982–84 hard drive bubble and the recent experience of U.S. Internet firms. Although the first half of 2000 saw a large number of closings, forced sales, and IPO cancellations by American dot‐coms, a number of the likely “survivors”—notably, Yahoo, eBay, and Amazon.com—now seem poised to dominate their global markets.
DECENTRALIZATION, INCENTIVES, AND VALUE CREATION: THE CASE OF JLG INDUSTRIES
Authors: Treml Heidi E. , Lehn Kenneth 
Published: April 2005

From 1993 through 1998, JLG Industries, a manufacturer of aerial work platforms, achieved dramatic improvements in operating efficiency and created substantial value for shareholders. One dollar invested in JLG stock at the end of 1992 would have been worth $15.82 at the end of 1998, whereas one dollar invested in a portfolio of industry peers would have grown to only $1.48 over the same period. Most of the value created by JLG can be traced to three factors: a highly successful product development program that generated substantial revenue; large cost savings resulting from improvements in operations; and a dramatic reduction in inventories. The authors attribute JLG's success to a strategic initiative that focused attention on key value drivers, decentralized decision‐making, and strengthened incentives for employees throughout the organization.In the early 1980s JLG adopted several knowledge‐based management techniques, including TQM and just‐in time inventory, but at that time the company's decision‐making was more centralized and employee incentives did not correspond to strategic goals. After the departure of its founder in 1993, JLG decentralized decision‐making, strengthened employees' incentives, and achieved enormous success. Evidence from the JLG case supports the argument that the benefits of TQM and related management techniques are most likely to be achieved when companies have organizational structures and incentives that encourage the most effective use of those techniques. It also is consistent with recent data compiled by Industry Week that shows a direct relation between employee empowerment and corporate performance.
Dual Symbiosis in a
Bathymodiolus
sp. Mussel from a Methane Seep on the Gabon Continental Margin (Southeast Atlantic): 16S rRNA Phylogeny and Distribution of the Symbionts in Gills
Authors: Duperron Sébastien , Nadalig Thierry , Caprais Jean-Claude , Sibuet Myriam , Fiala-Médioni Aline , Amann Rudolf , Dubilier Nicole 
Published: April 2005

ABSTRACT

Deep-sea mussels of the genus
Bathymodiolus
(Bivalvia: Mytilidae) harbor symbiotic bacteria in their gills and are among the dominant invertebrate species at cold seeps and hydrothermal vents. An undescribed
Bathymodiolus
species was collected at a depth of 3,150 m in a newly discovered cold seep area on the southeast Atlantic margin, close to the Zaire channel. Transmission electron microscopy, comparative 16S rRNA analysis, and fluorescence in situ hybridization indicated that this
Bathymodiolus
sp. lives in a dual symbiosis with sulfide- and methane-oxidizing bacteria. A distinct distribution pattern of the symbiotic bacteria in the gill epithelium was observed, with the thiotrophic symbiont dominating the apical region and the methanotrophic symbiont more abundant in the basal region of the bacteriocytes. No variations in this distribution pattern or in the relative abundances of the two symbionts were observed in mussels collected from three different mussel beds with methane concentrations ranging from 0.7 to 33.7 μM. The 16S rRNA sequence of the methanotrophic symbiont is most closely related to those of known methanotrophic symbionts from other bathymodiolid mussels. Surprisingly, the thiotrophic
Bathymodiolus
sp. 16S rRNA sequence does not fall into the monophyletic group of sequences from thiotrophic symbionts of all other
Bathymodiolus
hosts. While these mussel species all come from vents, this study describes the first thiotrophic sequence from a seep mussel and shows that it is most closely related (99% sequence identity) to an environmental clone sequence obtained from a hydrothermal plume near Japan.
Characterization of Cry34/Cry35 Binary Insecticidal Proteins from Diverse
Bacillus thuringiensis
Strain Collections
Authors: Schnepf H. Ernest , Lee Stacey , Dojillo JoAnna , Burmeister Paula , Fencil Kristin , Morera Lisa , Nygaard Linda , Narva Kenneth E. , Wolt Jeff D. 
Published: April 2005

ABSTRACT

Bacillus thuringiensis
crystal proteins of the Cry34 and Cry35 classes function as binary toxins showing activity on the western corn rootworm,
Diabrotica virgifera virgifera
LeConte. We surveyed 6,499
B. thuringiensis
isolates by hybridization for sequences related to
cry35A
genes, identifying 78 strains. Proteins of the appropriate molecular mass (ca. 44 kDa) for Cry35 were observed in 42 of the strains. Full-length, or nearly full-length, sequences of 34
cry34
genes and 16
cry35
genes were also obtained from cloning, PCR analysis, and DNA sequencing. These included representatives of all known Cry34A, Cry34B, Cry35A, and Cry35B classes, as well as a novel Cry34A/Cry35A-like pair. Bioassay analysis indicated that
cry35
-hybridizing strains not producing a ca. 14-kDa protein, indicative of Cry34, were not active on corn rootworms, and that the previously identified Cry34A/Cry35A pairs were more active than the Cry34B/Cry35B pairs. The
cry35
-hybridizing
B. thuringiensis
strains were found in locales and materials typical for other
B. thuringiensis
strains. Comparison of the sequences with the geographic origins of the strains showed that identical, or nearly identical, sequences were found in strains from both Australasia and the Americas. Sequence similarity searches revealed that Cry34 proteins are similar to predicted proteins in
Photorhabdus luminescens
and
Dictyostelium discoidium
, and that Cry35Ab1 contains a segment similar to beta-trefoil domains that may be a binding motif. The binary Cry34/Cry35
B. thuringiensis
crystal proteins thus appear closely related to each other, are environmentally ubiquitous, and share sequence similarities consistent with activity through membrane disruption in target organisms.
Roles of Four Chitinases (ChiA, ChiB, ChiC, and ChiD) in the Chitin Degradation System of Marine Bacterium
Alteromonas
sp. Strain O-7
Authors: Orikoshi Hideyuki , Nakayama Shigenari , Miyamoto Katsushiro , Hanato Chiaki , Yasuda Masahide , Inamori Yoshihiko , Tsujibo Hiroshi 
Published: April 2005

ABSTRACT

Alteromonas
sp. strain O-7 secretes four chitinases (ChiA, ChiB, ChiC, and ChiD) in the presence of chitin. To elucidate why the strain produces multiple chitinases, we studied the expression levels of the four genes and proteins, their enzymatic properties, and their synergistic effects on chitin degradation. Among the four chitinases, ChiA was produced in the largest quantities, followed by ChiD, and the production of ChiB and ChiC changed at lower levels than those of ChiA and ChiD. The expression of the
chiA
,
chiB
,
chiC
, and
chiD
genes was investigated at the transcriptional level. The RNA transcript of
chiA
was most strongly induced in the presence of chitin, the expression of
chiD
followed, and the RNA transcripts of
chiB
and
chiC
changed at low levels. The hydrolyzing activities of the four chitinases against various substrates were examined. ChiA was the most active enzyme against powdered chitin, whereas ChiC was the most active against soluble chitin among the four chitinases. ChiD had activities closer to those of ChiA than to those of ChiB and ChiC. ChiB showed no distinctive feature against the chitinous substrates tested. When powdered chitin was treated with the proper combination of four chitinases, an approximately 2.0-fold increase in the hydrolytic activity was observed. These results, together with the results described above, indicate that ChiA plays a central role in chitin degradation for this strain.
Rapid and Sensitive Detection of Noroviruses by Using TaqMan-Based One-Step Reverse Transcription-PCR Assays and Application to Naturally Contaminated Shellfish Samples
Authors: Jothikumar Narayanan , Lowther James A. , Henshilwood Kathleen , Lees David N. , Hill Vincent R. , Vinjé Jan 
Published: April 2005

ABSTRACT

Noroviruses (NoV), which are members of the family
Caliciviridae
, are the most important cause of outbreaks of acute gastroenteritis worldwide and are commonly found in shellfish grown in polluted waters. In the present study, we developed broadly reactive one-step TaqMan reverse transcription (RT)-PCR assays for the detection of genogroup I (GI) and GII NoV in fecal samples, as well as shellfish samples. The specificity and sensitivity of all steps of the assays were systematically evaluated, and in the final format, the monoplex assays were validated by using RNA extracted from a panel of 84 stool specimens, which included NoV strains representing 19 different genotypes (7 GI, 11 GII, and 1 GIV strains). The assays were further validated with 38 shellfish cDNA extracts previously tested by nested PCR. Comparison with a recently described real-time assay showed that our assay had significantly higher sensitivity and was at least as sensitive as the nested PCR. For stool specimens, a one-step duplex TaqMan RT-PCR assay performed as well as individual genogroup-specific monoplex assays. All other enteric viruses examined were negative, and no cross-reaction between genogroups was observed. These TaqMan RT-PCR assays provide rapid (less than 90 min), sensitive, and reliable detection of NoV and should prove to be useful for routine monitoring of both clinical and shellfish samples.
Diversity of Transcripts of Nitrite Reductase Genes (
nirK
and
nirS
) in Rhizospheres of Grain Legumes
Authors: Sharma Shilpi , Aneja Manish Kumar , Mayer Jochen , Munch Jean Charles , Schloter Michael 
Published: April 2005

ABSTRACT

Transcription of the
nirK
and
nirS
genes coding for dissimilatory bacterial nitrite reductases was analyzed by reverse transcription PCR (RT-PCR) of mRNA isolated from rhizosphere samples of three economically important grain legumes at maturity:
Vicia faba
,
Lupinus albus
, and
Pisum sativum
. The
nirK
gene and transcripts could be detected in all the rhizosphere samples. In contrast,
nirS
could not be detected. Sampling variations were analyzed by comparing denaturing gradient gel electrophoresis profiles derived from
nirK
RT-PCR products. High similarity was observed between the replicates, and so one representative product per legume was cloned. Clones with the correct insert size were screened by restriction fragment length polymorphism by using the restriction enzyme MspI. The clones could be distributed into 12 different patterns. Patterns 1, 3, 4, 5, and 7 were common in clone libraries of the three rhizosphere types under study. Patterns 2, 9, 10, and 11 were absent from
Pisum
rhizospheres, while patterns 6, 8, and 12 were absent from the
Vicia
library. Pattern 1, which was the most dominant in the
Vicia
and
Lupinus
libraries, constituted about 25% of all clones. The
Lupinus
library had clones representing all 12 patterns, indicating it to be the most diverse among the three. Clones representative of each pattern were sequenced. All patterns grouped together forming a distinct cluster, which was divergent from previously described
nirK
sequences in the database. The study revealed a hitherto unknown diversity of denitrifiers in legume rhizospheres. A plant-dependent rhizosphere effect on the transcripts of a gene was evident.
Xanthomonas axonopodis
pv. phaseoli var. fuscans Is Aggregated in Stable Biofilm Population Sizes in the Phyllosphere of Field-Grown Beans
Authors: Jacques M.-A. , Josi K. , Darrasse A. , Samson R. 
Published: April 2005

ABSTRACT

The occurrence of “
Xanthomonas axonopodis
pv. phaseoli var. fuscans” (proposed name) populations as biofilms on bean leaves was investigated during three field experiments on plots established with naturally contaminated bean seeds. Behavior of aggregated versus solitary populations was determined by quantification of culturable cells in different fractions of the epiphytic population separated by particle size.
X. axonopodis
pv. phaseoli var. fuscans population dynamic studies confirmed an asymptomatic and epiphytic colonization of the bean phyllosphere. For all years of experiment and cultivars tested, biofilms and solitary components of the populations were always detected. Biofilm population sizes remained stable throughout the growing season (around 10
5
CFU/g of fresh weight) while solitary population sizes were more abundant and varied with climate. According to enterobacterial repetitive intergenic consensus fingerprinting, aggregated bacterial isolates were not different from solitary isolates. In controlled conditions, application of a hydric stress resulted in a decrease of the solitary populations on the leaf surface while the biofilm fraction remained stable. Suppression of the hydric stress allowed solitary bacterial populations to increase again. Aggregation in biofilms on leaf surfaces provides protection to the bacterial cells against hydric stress.
Improved Assessment of Denitrifying, N
2
-Fixing, and Total-Community Bacteria by Terminal Restriction Fragment Length Polymorphism Analysis Using Multiple Restriction Enzymes
Authors: Rösch Christopher , Bothe Hermann 
Published: April 2005

ABSTRACT

A database of terminal restriction fragments (tRFs) of the 16S rRNA gene was set up utilizing 13 restriction enzymes and 17,327 GenBank sequences. A computer program, termed TReFID, was developed to allow identification of any of these 17,327 sequences by means of polygons generated from the specific tRFs of each bacterium. The TReFID program complements and exceeds in its data content the Web-based phylogenetic assignment tool recently described by A. D. Kent, D. J. Smith, B. J. Benson, and E. W. Triplett (Appl. Environ. Microb.
69:
6768-6766, 2003). The method to identify bacteria is different, as is the region of the 16S rRNA gene employed in the present program. For the present communication the software of the tRF profiles has also been extended to allow screening for genes coding for N
2
fixation (
nifH
) and denitrification (
nosZ
) in any bacterium or environmental sample. A number of controls were performed to test the reliability of the TReFID program. Furthermore, the TReFID program has been shown to permit the analysis of the bacterial population structure of bacteria by means of their 16S rRNA,
nifH
, and
nosZ
gene content in an environmental habitat, as exemplified for a sample from a forest soil. The use of the TReFID program reveals that noncultured denitrifying and dinitrogen-fixing bacteria might play a more dominant role in soils than believed hitherto.