In the corporate governance area, few regulations have greater importance than Rule 14a-8. Put in place in 1942, the provision requires companies to include in their proxy statements proposals properly submitted by shareholders. Phrased in precatory language, proposals typically advise rather than command. Rule 14a-8, therefore, provides a cost effective mechanism for obtaining the collective views of shareholders on the designated matters. The rule did not always play such a central role in the governance process. For the first four decades following adoption, proposals did not receive significant support. Through 1981, only two were approved by a majority of the votes cast. Unsurprisingly, therefore, management often viewed the provision as a soapbox used by “special interest” investors to air issues of little importance to most shareholders. As institutional investors became more active and various regulatory restrictions were lifted, however, Rule 14a-8 assumed a more central role in the governance debate. The rule emerged as an important component of the engagement process between owners and managers. Proposals uniquely provide companies with insight into the collective views of shareholders. Moreover, support for proposals can be assessed over time, allowing managers to better understand the evolution in shareholder attitudes. Proposals also result in increased communications between long-term shareholders and directors, an important development in an era of activist investors. Despite the role of the rule in the engagement process, calls have arisen for additional restrictions that would effectively eliminate use for most shareholders. Characterizing the provision as “dominated by a limited number of individuals” who have pursued “special interests” that “have no rational relationship to the creation of shareholder value”, critics have argued for, among other things, a dramatic increase in the ownership thresholds and holding periods. Similarly, asserting that proposals contain “general social issues” that “rarely garner meaningful shareholder support”, they have sought changes designed to limit these types of submissions. These descriptions do not accurately characterize the state of the shareholder proposal process. Moreover, the calls for additional restrictions cannot be explained as a consequence of an increase in the use of the rule. The number of proposals submitted in recent years are commensurate with earlier periods. Nor is the opposition explainable by the costs associated with proposals. The actual cost of distribution has likely gone down, particularly with the advent of electronic distribution of proxy statements and other technology enabled changes. The expenses associated with the no action process are readily controllable and, in any event, the number of requests have declined from earlier periods. What has changed, however, has been an increase in shareholder support for proposals. While proposals are advisory, they can and do affect the decision making process inside the boardroom. Those favoring significant restrictions on the use of the rule would, presumably, prefer to avoid this type of influence by denying shareholders the right to collectively speak on relevant issues. In addition to conflicting with a board’s fiduciary obligations, the approach will also generate significant unintended consequences. Denying access to Rule 14a-8 will not lessen interest in the relevant issues. It will, however, interfere with the engagement process between owners and managers and force shareholders to pursue other avenues of influence, whether litigation, public campaigns, or broad based regulatory reform. Rule 14a-8 could use some updating, as the student articles published in this edition of the law review forcefully demonstrate. Most of the needed revisions can be implemented through interpretive changes issued by the staff of the Division of Corporation Finance. The interpretations would allow the rule to function more effectively and better reflect the provision’s current position in the corporate governance debate. Current proposals designed to significantly reduce the number of proposals, however, would have the opposite effect. This paper is an introduction to an issue of the online edition of the University of Denver Sturm College. The issue includes articles written by students on all important aspects of Rule 14a-8. This issue is the second of three and includes seven student articles. The articles in this issue address the exclusions for personal grievances (Rule 14a-8(i)(4)) and for the absence of power/authority (Rule 14a-8(i)(6)). In addition, the issue includes articles on disclosure of the identity of the proponent (Rule 14a-8(l)), the evidence needed to establish shareholder eligibility (Rule 14a-8(b)), the number of proposals that can be submitted to a single company (Rule 14a-8(c)), and the time period for submitting proposals to the company (Rule 14a-8(e). For the first issue, see “The Shareholder Proposals Rule and the SEC”. A third issue is anticipated in 2018.

The presence of atomic gas mixed with molecular species in a "molecular" cloud may significantly affect its chemistry, the excitation of some species, and can serve as probe of the cloud's evolution. Cold neutral atomic hydrogen (H I) in molecular clouds is revealed by its self absorption of background galactic H I 21 cm emission. The properties of this gas can be investigated quantitatively through observation of H I narrow self-absorption (HINSA). In this paper we present a new technique for measuring atomic gas physical parameters from HINSA observations that utilizes molecular tracers to guide the HINSA extraction. This technique offers a significant improvement in the precision with which H I column densities can be determined over previous methods, and it opens several new avenues of study of relevance to the field of star formation.

The Atacama Large Millimeter Array (ALMA) is a major ground-based telescope for millimeter and submillimeter astronomy to be realized during this decade. It is comprised of 64 antennas of 12 m diameter, each of which is equipped with receivers in ten frequency bands that cover the atmospheric windows from 30 to 950 GHz. All the antennas may be moved on a specially-designed antenna transporter so that the antenna array may be reconfigured: At the extremes, the antennas may all be grouped together in an area 150 m in diameter to provide arcsecond angular resolution, or they may be distributed over an area 14 km in extent to provide an angular resolution as high as 10 milli-arcsec. ALMA will be located in the Chilean Andes east of the Atacama Desert at an elevation of 5000 m above sea level. The ALMA Project is a joint venture of the European Southern Observatory and the U.S. National Science Foundation acting in partnership with the National Research Council of Canada. Interim science operations are expected to begin in 2007 with completion of ALMA scheduled for 2011.

Cornell and Caltech are undertaking a two year conceptual design study for a 25-m class sub-mm telescope. The nominal location for this facility will be the high Atacama Desert of Northern Chile. The baseline design is a segmented mirror telescope optimized for operation at wavelengths longer than 200 microns to take advantage of a low precipitable water vapor at the site. We discuss science drivers and their implications for telescope design and technical requirements, and planned technical study areas.

The galactic center compact radio source Sgr A* was discovered on 13 and 15 February 1974 by Bruce Balick and Robert L. Brown using the Green Bank 35 km radio link interferometer (Balick & Brown 1974). We discuss other observations of this source in the years 1965–1985. Early VLBI observations are described. The name Sgr A* was first used by Robert L. Brown (1982) and has become the accepted name for the compact source at the center of the Milky Way.

A summary is presented of the status of the Atacama Large Millimeter Array (ALMA) project. The scientific goals for the project, in particular the goals for imaging gas in early galaxies, are used to illustrate the specific needs for the development of ALMA technology making it, uniquely, a complete imaging system. The plans to achieve this development by means of common international effort and under a common Memorandum of Understanding are noted. Finally, estimates are given of the construction timescale and the principle issues that remain to be settled are highlighted.

We present high angular resolution VLA observations of the C92 alpha, C110 alpha, and C166 alpha radio recombination lines of carbon from the region of massive star formation known as S88B. The observations reveal that the carbon emission arises from two distinct components that are intimately associated with the compact (S88B2) and cometary (S88B1) regions of ionized gas within the complex. The brighter carbon component has an angular size of similar to 6".6, an average line-center velocity of 21.0 +/- 0.5 km s(-1), and an average line width of 5.1 +/- 1.0 km s(-1); it is associated with the compact H II region. The second component has an angular size of similar to 16 degrees and is found projected toward the head of the cometary-like H II region. The average center velocity and width of the carbon line emission are 21.1 +/- 0.7 km s(-1) and 5.1 +/- 1.7 km s(-1), respectively. The spatial location and velocity of both carbon regions suggest that the emission arises in layers of photodissociated gas at the interface between the molecular cloud and the regions of ionized gas that are undergoing a champagne phase. From a model analysis of the dependence of the recombination line intensity with principal quantum number, we conclude that the carbon emission originates in warm photodissociated regions. The electron temperatures and electron densities of the photodissociated gas range between 400 and 600 K and between 40 and 80 cm(-3), respectively. Further, we find that stimulated amplification of the background H II region continuum radiation contributes significantly to the carbon emission in both components. We also detected emission in sulfur radio recombination lines from both components. We find that the ratios of sulfur to carbon line intensities are considerable larger than the [S/C] cosmic abundance ratio and that they vary with principal quantum number, with values in the range between 0.3 and 0.6. We attribute the large values of the intensity ratios to depletion of carbon in the gas phase by a factor of similar to 5 and the variations with principal quantum number to stimulated emission effects in a region of low electron density (n(e) similar to 3 cm(-3)) and low temperature (T-e similar to 50 K) that surrounds the C+ region.

We present VLA observations of radio recombination lines of hydrogen (H92α, H110α, and H166α) and helium (He92α) made toward the S88B massive star forming region, which contains compact (S88B2) and cometary (S88B1) regions of ionized gas. We find that the profiles of the hydrogen line emission from the compact H II region exhibit remarkable differences with principal quantum number. The H110α profile is composed of two distinct components, a broad (Δv ~ 31 km s-1) and a narrow (Δv ~ 7 km s-1) component, having similar intensities. The H92α profile also shows the presence of the broad and narrow components, but the bulk of the line emission is dominated by the broad component. Emission in the H166α line was not detected, to a limit of 4 mJy. From a model of the observed line intensities and profiles we conclude that the emission from the narrow line corresponds to stimulated emission arising from a partially ionized medium contiguous with, and along the line of sight toward, the compact H II region. We find that the partially ionized gas has an electron temperature of ~800 K, an electron density of ~250 cm-3, and an emission measure of ~2 × 103 pc cm-6, and suggest that the most likely source of ionization is X-rays from stellar winds. The broad-line emission originates from an H II region with an electron temperature of ~104 K, an electron density of ~7.5 × 103 cm-3, and an emission measure of ~8 × 106 pc cm-6. The profiles of the H92α and H110α line emission from the cometary-like H II region show the presence of a single broad (~25 km s-1) component. The intensities and profiles of these lines are well reproduced by a model in which the emission arises from a homogeneous, isothermal region of ionized gas with an electron density of ~4.8 × 103 cm-3, an electron temperature of ~13,000 K, and an emission measure of ~1 × 107 pc cm-6. Emission in the helium line was detected only toward the cometary B1 region. We find that the helium-to-hydrogen integrated intensity ratio is 0.08 for the B1 region, while for the B2 region we derive an upper limit of ≤0.02. The low value of the observed He+/H+ abundance ratio of the compact H II region B2 can be simply explained as due to the low effective temperature of its ionizing source.

Our knowledge of the process by which cold gas in the early universe accumulates and forms stars is limited by our inability to image the gas. The next generation of millimeter and submillimeter wavelength arrays will allow us to explore the gas content of forming galaxies at the same resolution at which HST and the new 8 m class optical/IR telescopes will reveal early generations of stars. The dust that obscures our view of the early universe at optical wavelengths becomes an asset at millimeter/submillimeter wavelengths where the thermal dust emission can be imaged. With the new millimeter arrays astronomers will: (1) image the mass segregation and kinematics of hierarchical galaxy formation; (2) have the ability to detect thermal dust continuum emission from more than 15 million galaxies with an observation time of less than a minute per galaxy (indeed, such cosmological IR-luminous galaxies will be a source of confusion to every continuum observation); and (3) detect atomic and molecular spectral line emission from normal galaxies such as the Milky Way at redshifts greater than one.

We report the detection of CO(1-0) emission during a systematic search at and around the position of the QSO 3C 196 at the redshift of the 21-cm absorp­tion system. The strongest detected CO(1-0) emission was 1’south of the line of sight to 3C 196 and represents approximately 1011M⊙ of molecular gas. We also detect weaker CO emission at the QSO position, but we are unable to distinguish between the possibilities that this emission arises from the source which is ~ 1’ S of the 3C 196 or that the CO emission arises from two or more emission regions spread over ~200 kpc.

We report high resolution imaging of the CO (3-2) emission in the luminous infrared source FSC 10214+4724 at z = 2.2853. Maps at resolutions of 2 ''.3 x 3 ''.0 and 45-90 km s(-1) show the CO emission peak coinciding with those of Hoc and radio continuum. Two components are identified in the CO emission: an unresolved core and an extended source (similar to 1 ''.9 x 4 ''.4) - elongated southeast-northwest. The implied size is 9 x 24 kpc for H-0 = 75 km s(-1) Mpc(-1) and q(0) = 0.5. The extent of the CO emission is significantly greater than that of either the optical or the radio continuum ( similar to 1 '') and the CO extent varies between the line core and the wings. If the gravitational lensing is occuring in FSC 10214+4724 (as has been suggested based on the near infrared morphology), the magnification factor for the CO emission is likely to be lower than for the near-infrared and the observed CO extent is probably an upper limit to the true source size.The mass of molecular gas implied by the observed CO line flux is similar to 2 x 10(11) M., assuming no lens magnification. In order that the derived gas mass does not exceed the dynamical mass, the gas would have to be in a nearly face-on (i < 20 degrees) disk. However, this configuration appears inconsistent with the elongated morphology of the CO (which suggests an inclined disk or an interacting galaxy sq stem). We suggest that the ''dynamical'' mass might be reconciled with the derived gas mass if substantial support for the gas is provided by radiation pressure from the nucleus of FSC 10214+4724. For the observed ratio of infrared luminosity-to-gas-mass(10(3) L.M.(-1)), we find that a column density less than or equal to 2.4 x 10(22) H-2 cm(-2) (A(V) similar to 24) could be supported; this is consistent with the average gas column that is observed. The very high luminosity-to-mass ratio strongly also favors a nonthermal origin for the luminosity since a starburst would require consumption of the entire ISM on a timescale significantly shorter than the dynamical times (2 x 10(7) - 2 X 10(8) yr) estimated from the CO data. These conclusions are not critically dependent on the presence or abscence of gravitational lensing since the molecular emission, the far-infrared flux, and the ''dynamical'' mass are similarly effected and the ratios therefore remained almost unchanged.

Using the IRAM interferometer we mapped the distribution of molecular gas in the extremely luminous IRAS galaxy F10214 + 4724 at z = 2.3. Coincident with the radio continuum source there is a small emission region whose CO(3 → 2) flux, 3.5 ± 0.5 Jy km s −1 , equals the total line flux measured with the IRAM 30 m telescope. This molecular source seems partially resolved by the 2.3« beam and extended E-W. The deconvolved size, (2.5″ × 1.0″) ± 1.0″ or (10 × 4) ± 4h −1 kpc, is characteristic of an entire galaxy rather than a galactic core. An apparent velocity gradient indicates the gas distribution is rotating. The dynamical mass, 8-13 × 10 10 h −1 M ○ ., is consistent with the inferred H 2 mass, 1 × 10 11 h −2 M ○ .

[C I] emission in both the P-3(2) - P-3(1) , and P-3(1) - P-3(0) ground-state fine-structure lines has been detected at a redshift of z = 2.286 in the protogalaxy IRAS F10214 + 4724. Like the CO emission observed in this source, the [C I] emission suggests that the line emission region is structured over spatial scales > 12". Estimates for the amount of molecular gas in the source are M(H-2) approximately 1 X 10(12) h-2 to 2 x 10(13) h-2 M . , comparable to those based on CO data and comparable also to the total dynamical mass in the system. IRAS F10214 + 4724, a largely gaseous system bathed in ultraviolet light, exhibits the principal characteristics of a protogalaxy.

— The distribution of sources of ultraviolet radiation in the Galaxy;

Sub-arcsecond imaging at 115 GHz and higher frequencies;

The prospects for molecular astrophysics at high redshifts are presented. The discussion is concentrated on the sources IRAS 10214+4724.

view Abstract Citations (29) References (27) Co-Reads Similar Papers Volume Content Graphics Metrics Export Citation NASA/ADS The discovery of an X-ray bright BL Lacertae object : 0414+009. Ulmer, M. P. ; Brown, R. L. ; Schwartz, D. A. ; Patterson, J. ; Cruddace, R. G. Abstract X-ray, optical, and radio observations have been made of an X-ray source originally discovered by Ulmer et al. (1980) in a survey of Abell clusters of galaxies. The relatively flat radio spectrum, the featureless optical spectrum, and the shape of the X-ray spectrum lead to the classification of the source as a BL Lacertae object. The source has one of the highest X-ray flux density ratios to both the optical and radio flux densities, and its strength at all these wavelengths warrants further multiwavelength studies. The radio, optical, and X-ray flux densities for the observations were 100 mJy, V = 16.4 (1 mJy), and 1 UFU (1.6 micro Jy). The X-ray flux varied by a factor of 2 over a 1 year period, but no 100 s time scale variations were seen. A search of the Harvard plate stacks did not reveal any optical variations. A model for the source is presented, and the implications of this object with respect to X-ray surveys are briefly discussed. Publication: The Astrophysical Journal Pub Date: July 1983 DOI: 10.1086/184058 Bibcode: 1983ApJ...270L...1U Keywords: Bl Lacertae Objects; X Ray Sources; Astronomical Models; Galactic Clusters; Radio Spectra; Visible Spectrum; X Ray Spectra; Astronomy full text sources ADS | data products SIMBAD (1) NED (1)