The other day my poor little guy woke up a bit off. He had flushed cheeks, was very clingy and I just knew he wasn't feeling crash hot. The thing was though, it was Tuesday and on Tuesdays he and his brother go to kindy because I work.
I faced the eternal dilemma every working mother does: Should I keep him home from daycare today when I'm unsure if he is actually unwell??
Here are some thoughts I had, which I think any mum who has to work when her child is sick has probably had too.
I need to work today, I can't call in 'sick' again. Sigh. Oh maybe he's not that sick and can go? The teachers will send him home if he has a temp though *grabs thermometer*. Nope, no temp. So why is he so out of sorts?
You know he's sick. You can read him like a book. He's a part of you. Trust that. He's sick, he just hasn't developed all the tell-tale symptoms yet.
3. Should I just dose him up on Panadol?
Maybe his muscles are sore and he needs a little pain relief? Or, be honest here, maybe I'm just trying to mask his symptoms so he goes to kindy and I can work?
Really, mothers should be able to care for their young, especially when they're sick. Bloody society making us do everything, including helping to pay the bills and mortgage or rent. Stupid two income society. I want out. Let's move to the sticks.
OK, I'll call in a half day and work from home when he's sleeping and then make up whatever I need to tonight. Compromise. Good on me. I am a modern mother. I can and I WILL juggle everything (even if I don't get to bed tonight until after midnight).
Oh no, he just vomited on me. Oh, my precious bubba I love you so much and am here for you. I'm so glad I didn't send you to daycare. Yay me for trusting my instincts, but I'm sorry you don't feel well.


text:
Satanus – personaggio dei fumetti DC Comics
 Satanus – personaggio dei fumetti del Giudice Dredd pubblicati da 2000 AD
 Satanus – episodio del serial Les Vampires

redpajama_set_name: RedPajamaWikipedia


We have a new website! If you landed here, please click over to www.blacksheepfiberemporium.com for our current information and new online store!
See you there for more fabulous yarn, patterns, fleece, spinning wheels, and MKALs!!!
Our cozy shop has been serving the crafting community for just over five years. We sell many types of yarn, buttons, hooks and needles, patterns, and spinning supplies. We are open varying hours Tuesday- Saturday, but we often extend our hours for evening workshops and special events.


Come on in and sit right down and make yourself at home! Infinity Theatre Company is opening its doors for the 2017 summer season with a country classic— Miss Patsy Cline— though unlike you've seen and heard her previously on the Infinity Stage! Directed by Tommy Iafrate, A Closer Walk With Patsy Cline offers exactly as its namesake implies! An intimate jukebox musical; A Closer Walk pays tribute to the late Patsy Cline with some of her greatest hits and career highlights like performing at The Grand Ole Opry and some of Hank Williams' covers that she really enjoyed singing!
Make Shakespeare gay again! The perfectly timed hangtag for Theatre Prometheus' latest production from the Bard's canon, [gay] Cymbeline. The company as a whole, though only entering their fourth year, lives up to their motto— "we bring the fire." For not only do they boldly and daringly swap around the genders in William Shakespeare's Cymbeline to present a lesbian love story, but their judiciously rendered production actually makes the plot palatable and sensible!
Well it's one for the money, two for the show, three to get ready, now go, cat go! Go directly to Infinity Theatre Company this summer as they bring on some great balls of fiery talent all wrapped up in the second half of their repertory season! One magical night— December 4, 1956— brought four of the greatest rock-n-roll performers the musical charts have ever known together for an unspeakably sensational jam session.
Infinity Theatre Company just can't wait to get on the road again. Here they are, back in Annapolis for the 2016 season, and they've brought with them Almost Heaven: Songs of John Denver. Boldly challenging their audience with this revitalization of a bluegrass-folk infused musical revue featuring the songs of the iconic John Denver, Co-Producing Artistic Directors Anna Roberts Ostroff and Alan Ostroff present a sensational show filled to the very brim with heart and soul that triumphantly calls through the hills of Colorado all the way down to the Chesapeake Bay.
You should pack up the family and do what I do!
Just keep on reading I'll give you plenty of reason!
It's Seussical: The Musical now appearing live on the NextStop stage!
These champions of family fun are this holiday season's protector!


Should You Have a Baby Shower After the Baby is Born?
Pre-baby or post-baby showers: Which team are you on?
A baby shower usually consists of the mom-to-be, friends and family gushing over baby onesies and noshing on tiny sandwiches. While we are big fans of tiny onesies and tiny sandwiches, some moms are changing up the baby shower tradition and waiting until the guest of honor is born to have a big party, instead. There are pros and cons to pre-baby and post-baby showers. Here are a few for you to consider when deciding when to host your baby shower.
Having a Baby Shower Before the Baby Arrives Helps You Prepare.
If this is your first baby, then you are carefully crafting your baby registry and asking all your mom friends about the must-have items. So, having a baby shower before your little one arrives allows you the time to sort through gifts and take stock of what you still need. Plus, it's really exciting to open up the presents and imagine your little one enjoying all the cute outfits and gear you will receive at your baby shower.
This Isn't Your First Rodeo and You Already Have Your Fair Share of Baby Gear.
Waiting until after the baby arrives is a great way to introduce your new little one to friends and family without all of the pressure and planning of a big baby shower. If your guests want to bring something for the baby, you can ask for things you really need — help! A post baby shower is a great way for your friends to setup a dinner donation schedule, sign up to be a mother's helper or offer their babysitting services. You have enough pacifiers and diapers – what you really need when your baby arrives is an extra hand.
You Want to Show Off that Cute Bump.
a Young man holds his pregnant wife's belly during their baby shower.
A few weeks postpartum, you may not be ready to get dressed up and juggle a newborn at a party. However, a shower before the baby arrives is the perfect chance to dress up your bump and show it off.
A Party After is a Great Way to See a Lot of People at Once.
While visitors are great, it can be overwhelming to have numerous guests in and out of your house weeks after your baby arrives. However, if you have shower after the baby is born, everyone comes on one day. So, your house only needs to be presentable for one day, and you and your baby only need to dress up for one day!
You Can Host a Sip and See Party.
Not only can you finally partake in a glass of wine with your guests, the Sip and See after-baby shower trend also lends itself to some adorable décor, invitations and favors.


"We are very excited to be partnering with AccelStor who have developed their FlexiRemap® algorithm (a revolutionary replacement for RAID) and used it to build the NeoSapphire All-Flash appliance (AFA). NeoSapphire offers massively superior storage performance, translating into more responsive business applications, faster system transactions and analysis of data. Flash storage provides new growth opportunities for our customers. With its vast experience in enterprise-level IT solutions, CMS will add extensive value in this segment with a highly specialised team to deliver pre-sales, technical support and training on AccelStor's solutions," said Trevor Pluskota, Chief Technology Officer at CMS Distribution.
AccelStor is accelerating the paradigm shift from conventional disk arrays to modern all-flash storage. AccelStor's NeoSapphire all-flash arrays, powered by FlexiRemap® software technology, deliver sustained high IOPS for business-critical applications. With streamlined storage management, multi-protocol support, hot-swappable solid-state drives, the NeoSapphire series promises to resolve performance bottlenecks for I/O-intensive applications such as Artificial Intelligence, IoT, HPC, virtualization, database applications, media processing, financial transactions and gaming. For more information about AccelStor and NeoSapphire AFAs, please visit www.accelstor.com.


Your wedding photographs are one of the few tangible things you have as a keepsake of your wedding. You want to be filled with happiness and taken right back to that day, every time you look at them. You want to share them with everyone who was there, and everyone who couldn't be. You want to be smiling at them together when you're old, grey and wrinkly – a visual story of your wedding to be treasured all your life and for generations to come. Your wedding photographs let you relive the day, see the emotions of those around you, bring back memories and share moments you missed.
I take on only a small number of weddings each year and dedicate time to get to know you, to talk about your plans and understand what's important to you. I care about connecting with you, helping you feel confident so I can capture relaxed, natural and emotional images you can treasure forever. I'll be with you for a lot of your wedding day and want you to feel comfortable with me so I can create photos that truly tell your story.
Prices start from £1650 which includes an engagement shoot, full day coverage, an online gallery and digital images as standard. I don't believe you should have to choose which images to purchase – if you like them, I want you to have them – so you can download high-resolution digital files of all the edited images to save, print and use as you wish.
I also offer bespoke Queensberry albums or handcrafted fine art books from Folio. There's something special about a book of memories and they become family treasures. They can be personalised with a wide range of colours, fonts and layouts – so your wedding story keepsake can be as unique as your wedding day. And they open flat, perfect for sharing on knees for generations to come.
For elopement photography I can create a bespoke package to fit your plans and create beautiful images to allow you to share moments from your ceremony with family and friends.
I offer creative wedding photography in London, across the UK and overseas. I'm always happy to travel to capture beautiful weddings and love to make new friends, so if you like my style and think we'd be a good fit please send me a message – I'd love to talk about your plans.
Engagement photographs are a lovely way to celebrate and gives you gorgeous photos to share your news with family and friends or to include in your wedding as save the dates, prints, slideshows or guestbooks. I can also photograph proposals to capture that moment when your loved one says yes – either discreetly undercover or as a part of a couple shoot. I'm always happy to capture couples in love in the places that are special to them.
Prices start from £350 for 2 hours including an online gallery and digital images as standard. I don't believe you should have to choose which images to purchase – if you like them, I want you to have them – so you can download high resolution digital files of all the edited images to save, print and use as you wish. Gift vouchers are available and they make wonderful engagement presents.
An engagement photoshoot is free when you book me to photograph your wedding. It's a great way for us to get to know each other and a chance for you to relax in front of my camera so you feel comfortable and look gorgeously natural in your wedding photos.
I offer London engagement photography and also cover Northumberland – but I'm always happy to travel. Please send me a message – I'd love to hear about your proposal and talk about your plans.
Whether your family is just beginning and you'd like to celebrate the excitement of your pregnancy or those first days with your newborn, capture each baby milestone or create special memories as your children grow up fast, I'd love to tell the story of your family. I offer maternity, newborn, baby and family sessions, either at your home where everyone is relaxed and happy or on an outdoor adventure to create natural portraits of you having fun.
Prices start from £350 for 2 hours including an online gallery and digital images as standard. I don't believe you should have to choose which images to purchase – if you like them, I want you to have them – so you can download high-resolution digital files of all the edited images to save, print and use as you wish. Gift vouchers are available and they make wonderful presents.
I offer London family photography and also cover Northumberland, but I'm open to travel so please contact me – I'd love to hear about your family.


text:
Home Uncategorized Alguersuari joins Pirelli as tester
Alguersuari joins Pirelli as tester
Date published: March 30 2012
Jaime Alguersuari's stint away from a F1 cockpit will soon be over with Pirelli signing the Spaniard as their official tester for 2012…
Jaime Alguersuari's stint away from a F1 cockpit will soon be over with Pirelli signing the Spaniard as their official tester for 2012.
Alguersuari was left without a drive for this season after being axed by Toro Rosso, prompting him to take a role as a BBC commentator.
However, the Spaniard's days outside the car are numbered as Pirelli announced that he would be one of two drivers used during their four development tests at the wheel of Renault's R30 chassis.
"I'm very happy indeed to have this fantastic opportunity," said Alguersuari.
"A week ago it was my birthday, when I turned 22, and now Pirelli has given me the best possible present. I can't wait to get started with this very important and challenging job of developing the new tyres for the future, which I'm looking forward to a lot.
"I have a huge desire to get behind the wheel of a Formula 1 car again and return to competition, so this is a brilliant chance for me."
The other driver is former Virgin Racing man Lucas di Grassi.
"I'm delighted to be back for another year with Pirelli after an extremely successful first season of collaboration," said di Grassi.
"We learned a lot together and so we are both very happy to continue.
"This is a good opportunity for me to carry on the work that we started last year, which allows me to compare and contrast with all the tyres I have tested so far. These tyres are now a fantastic feature of Formula 1."
The Nearly Men: Felipe Massa
Why F1 has gone too early with the 2021 calendar
Ranking the 2021 driver line-ups of every team
Jenson Button exclusive: His stand-out F1 2020 moments
Jenson Button exclusive: On Hamilton and car v driver

redpajama_set_name: RedPajamaCommonCrawl


Mr Stan Collymore complained to the Press Complaints Commission through David Price Solicitors and Advocates of London that an article published in The Sun on 3 November 2004 headlined �I lied� was inaccurate in breach of Clause 1 (Accuracy) of the Code of Practice. He also complained that material for the article had been obtained by subterfuge in breach of Clause 10 (Clandestine devices and subterfuge).
On 1 November the complainant made allegations that he had been beaten up in Dublin by several rugby players during the previous evening. Two days later the Sun published the article under complaint, trailed on the front page with the headline �I lied: Stan Collymore�s sensational signed confession to the Sun�.
The complainant said this was inaccurate because the claim that he had made a signed confession of various misdeeds (including lying about the alleged attack) was false. In reality he had been duped into signing a �confession� that the newspaper had invented by agreeing to give an autograph to somebody who had pretended to be a fan. The fact that the �confession� had been obtained as a result of a scam appeared only in the text of the article � which appeared on an inside page � and the complainant maintained that many readers would not have realised that the �confession� was bogus.
The newspaper acknowledged that it had carried out a stunt, but argued that readers would not have been misled by the piece since the article included a clear reference to how the �confession� had been obtained. In relation to the complaint about the use of subterfuge, the newspaper suggested that, since the nature of the scam was made clear in the article, none had taken place.
The Commission was in no doubt that the material published on the front page was entirely misleading. The complainant had not confessed to lying. While the text of the article � which appeared on pages 4 and 5 � sought to clarify the nature of the stunt, the newspaper had not taken sufficient care to highlight the way in which the confession had been obtained. Its failure to do so was neither within the letter nor the spirit of the Code and was a serious breach of Clause 1.
Turning to the complaint under Clause 10, the Commission noted that the newspaper had obtained the complainant�s signature as a result of subterfuge, seemingly in order to use the material it had acquired in a misleading way. In these specific circumstances, and with no reasonable public interest defence � which there must be for the use of subterfuge � the Commission concluded that there had been a breach of Clause 10.


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Donna Andersen's Santa collection includes a wide variety of buttons and pins.
In the kitchen, there are measuring cups and spoons in the shape of Santa. There are plates and glasses and a cooking timer. A shelf in the dining room is full only of bells that feature the Jolly Old Elf. In another corner are stuffed, plastic and toy Santas. The hallway is draped with them. Kris Kringle peeks from an outhouse in the bathroom. Figurines, puppets, nutcrackers, dolls ….
"That's a total understatement," her husband, Wayne, adds from another room.
Since the couple was married in 1954 and received their first Santa Claus figurine as a gift from Wayne's parents in 1956, Donna has amassed 2,434 Santas — all carefully cataloged in a notebook.
Perhaps her favorite is one she bought in the 80s from Avon that has now become a collector's item. He reads aloud a series of holiday-themed books. But then, there's the Nutcracker Santa, and the one her friend made her from a shrunken apple. Her sister created a pattern and sewed her two dolls she refers to the Count and Countess Claus.
While they vary in monetary value, she considers each one a treasure. But not so much that they're off limits to her 15 grandchildren and 20 great-grandchildren.
"A broken Santa is still a Santa," she reasons.
The couple typically begins just after Thanksgiving setting out the Santas, and it will take them three to four weeks to arrange their decor.
To pack them back up, she said, takes even longer, usually around five weeks. Throughout their marriage, the couple estimates they've moved probably 40 times — spending the last 16 years in Carson City — following Wayne's work as a business consultant.
Throughout their travels, Donna has been featured in newspapers and television newscasts. Her collection was also featured in a display at a Dallas public library. However, she said, she has never lost sight of the true meaning of Christmas.


text:
package com.dz.web.api.bookmark;

import com.google.inject.AbstractModule;

/**
 *  Configure Bookmark related bindings
 * @author mamad
 * @since 10/11/14.
 */
public class BookmarkModule extends AbstractModule {
    @Override
    protected void configure() {
        bind(BookmarkService.class).to(BookmarkServiceImpl.class);
    }
}

redpajama_set_name: RedPajamaGithub


text:
Bill Mumy Quotes
Born: February 01, 1954
And of course, I absolutely loved making Lost in Space as a kid.
Bill Mumy American Actor
More Bill Mumy Quotes
Anyway, in the mid 80's I was spending a fortune buying old Golden Age books from the late 30's and 40's and I was making personal appearances at a lot of sci fi and comic book conventions all around the country here so that I could find books for my collection.
Babylon 5 is probably the biggest, most ambitious television science fiction series ever made. It's one big novel told over five years with 110 different stories told within it.
I get bored doing one thing only. I've been very lucky to explore a lot of different artistic territory and I don't see why I won't continue on that path.
I'm also performing regularly in Southern California with two bands. As a solo artist doing acoustic sets and a member of the Jenerators, my rock n roll band that has been around for a long time now.
Memorizing dialogue has always come easy and quickly to me. My wife Eileen is also very helpful. She gives me choices, and asks me questions, and runs my lines with me.
Well, I just finished starring in a new episode of the new The Twilight Zone television series.
Quotes 1 to 25 of 7


text:
\section{Introduction}
Searching for exotic state particles and studying their properties have furthered our understanding of quantum chromodynamics (QCD).
Currently the structure and quark content of $f_{0}$(980) are unknown with several predictions being a $q\overline{q}$ state, a $qq\overline{q}\overline{q}$ state, a $K\overline{K}$ molecule state, or a gluonium state~\cite{Weinstein:1983gd,Weinstein:1990gu,Kleefeld:2001ds,Baru:2003qq,BESIII:2015rug,Achasov:2020aun}.
In contrast to the vector and tensor mesons, the identification of the scalar mesons is a long-standing puzzle~\cite{pdg:2020paz}.
Previous preliminary experimental measurements~\cite{Fachini:2004jx} on the yield of $f_{0}$(980) at RHIC and theoretical calculation~\cite{ExHIC:2010gcb} suggest that it could be a $K\overline{K}$ stat.
In this analysis, the empirical number of constituent quark (NCQ) scaling~\cite{Molnar:2003ff,PHENIX:2003qra,STAR:2003wqp} is used to investigate the constituent quark content of $f_{0}$(980)~\cite{Gu:2019oyz}.

\section{Experiment setup and data analysis}
The data reported here are from Au+Au collisions at a nucleon-nucleon center-of-mass energy of 200 GeV,
collected by the STAR experiment~\cite{Ackermann:2002ad} at Brookhaven National Laboratory in 2011, 2014 and 2016.
A total of 2.4 billion minimum-bias (MB) events are selected for this analysis.
The main subsystem used for the data analysis
is the Time Projection Chamber (TPC)~\cite{Anderson:2003ur} with 2$\pi$ azimuthal coverage at mid-rapidity.
The TPC $dE/dx$ is used to select $\pi^{\pm}$ candidate with $0.2< p_{T} <5.0$ GeV/$c$.

The $\pi^{+}\pi^{-}$ are used to reconstruct the $f_{0}(980)$.
The combinatorial background subtraction is based on the mixed-event technique and the like-sign method~\cite{STAR:2015tnn}.
The acceptance-corrected like-sign pairs~\cite{STAR:2015tnn,STAR:2013pwb} are used to subtract the combinatorial background
after being normalized to unlike-sign pairs in the invariant mass ($\minv$) range beyond 1.5 GeV/$c^2$ .
Figure~\ref{fig1} (left) shows the background subtracted $\pi^{+}\pi^{-}$ invariant mass distribution.
The resonance peaks are parametrized with the relativistic Breit-Wigner function~\cite{STAR:2002caw,STAR:2003vqj}.
The total fit function is given by:
	\begin{equation}
		f(\minv)=\left(\sum_{X=\fz,\rhoz,\ft}\frac{A_X \minv m_X \Gamma(X)}{(\minv^2-m_X^2)^2 + m_X^2 \Gamma(X)^2}\right)\times PS + bg(\minv)
		\label{eqD}
	\end{equation}
where $\Gamma(X) = \frac{\Gamma_{X}m_{X}}{\minv}\left(\frac{\minv^2 - 4m_{\pi}^2}{m_{X}^{2}-4m_{\pi}^2} \right)^{J+1/2}$~\cite{STAR:2002caw,STAR:2003vqj},
$PS = \frac{\minv}{\sqrt{\minv^2+p_{T}^2}}\exp\left(-\frac{\sqrt{\minv^2+p_{T}^2}}{T}\right)$
is the phase space correction taking into account the $\pi\pi$ scattering during the hadronic phase~\cite{Shuryak:2002kd,Kolb:2003bk,Rapp:2003ar,STAR:2003vqj},
and $bg(\minv)$ is a third order polynomial function to describe the residual background.
$m_{X}$ and $\Gamma_{X}$ are the mass and width of the corresponding resonances.
$\Gamma_{\rhoz}$ is set to 160 MeV, and $m_{\ft}$ and $\Gamma_{\ft}$ are set according to the PDG values~\cite{pdg:2020paz}.
T is the kinetic freeze-out temperature, set to 120 MeV~\cite{Shuryak:2002kd}.
$A_{\fz}$, $A_{\rhoz}$, $A_{\ft}$, $m_{f_0}$, $\Gamma_{f_0}$, and $m_{\rho^{0}}$ are free parameters.

The event-plane method~\cite{Poskanzer:1998yz} is used to study the elliptic flow ($v_{2}$) of $f_{0}(980)$.
The event-plane is reconstructed by all charged particles in the TPC with pseudorapidity $|\eta| < 1$ and transverse
momentum $0.2< p_{T} <5.0$ GeV/$c$.
For each $\pi\pi$ pair, the two $\pi$ candidates are removed from the event-plane reconstruction to avoid auto-correlation.
The event-plane resolution is calculated by the correlation between two randomly divided sub-events from the full TPC~\cite{Poskanzer:1998yz}.
Wide centrality bin effect is corrected by weighting the event-plane resolution with the $f_{0}(980)$ yield in each narrow centrality bin of 10\% size~\cite{STAR:2015gge}.
Figure~\ref{fig1}(right) shows the $f_{0}(980)$ yield as function of the azimuthal angle difference between the $\pi\pi$ pair ($\phi$) and the event-plane direction ($\Psi$) in an example \pT\ bin.

\begin{figure}[htbp!]
	\centering
	\includegraphics[width=6.3cm]{./f0massFit.pdf}
	\includegraphics[width=6.3cm]{./f0dphi2.pdf}
	\caption{(Color online)
	 (Left) The background subtracted $\pi^{+}\pi^{-}$ invariant mass distribution
	 over the $p_T$ range of $0<p_T<5.0$~GeV/$c$ in 30--80\% Au+Au collisions at $\sqrt{s_{NN}}$=200 GeV.
	 The red line is the result of fit.
	 The pink, green, violet lines represent the resonance peaks of the relativistic Breit-Wigner function.
	 The solid blue line represents the residual background using a third order polynomial function.
	 (Right) $f_{0}(980)$ yield as function of $\phi-\Psi$ in a given \pT\ bin.
	 Errors are statistical.
	 The red line represents a fit ($\propto(1+2v_{2}^{obs}\rm cos(2\phi-2\Psi))$) to the data.
	}
	\label{fig1}
\end{figure}

Figure~\ref{fig2} shows $f_{0}(980)$ $v_2$ as a function of \pT\ in 30-80\% centrality Au+Au collisions at $\sqrt{s_{NN}}$ = 200 GeV.
Results are compared with other identified particles: $\pi, K, p, K_{s}^{0}, \Lambda, \Xi, \Omega, \phi$~\cite{STAR:2015gge}.
In the low \pT\ region, the $f_{0}(980)$ $v_2$ seems to follow the mass ordering.
In the higher \pT\ region, the $f_{0}(980)$ $v_2$ seems closer to the baryon band.

\begin{SCfigure}
    \centering
	\includegraphics[width=6.4cm]{./f0v2pt.pdf}
    \caption{(Color online)
	  $f_{0}(980)$ $v_2$ as a function of \pT\ in 30-80\% centrality Au+Au collisions at $\sqrt{s_{NN}}$ = 200 GeV.
	  Statistical uncertainties are shown by the vertical bars and systematic uncertainties are shown by the caps.
	  Results of other particles are taken from Ref.~\cite{STAR:2015gge}.
    }
    \label{fig2}
\end{SCfigure}

Figure~\ref{fig3} shows the number of constituent quark ($n_{q}$) scaled $v_2$ as function of the $n_{q}$ scaled \pT\ (left) and $m_T-m_0$ (right).
Here the $f_{0}(980)$ is assumed to have either 2 quarks or 4 quarks.
The data are compared to the fit of other particles~\cite{STAR:2015gge} using a NCQ scaling inspired function~\cite{Dong:2004ve}:
\begin{equation}
	f_{v_2}(n_q)=\frac{an_{q}}{1+\exp(-((m_T-m_0)/n_q-b)/c)}-dn_q.
	\label{eqnq}
\end{equation}
The 2-quarks (4-quarks) scaled $f_0(980)$ $v_2$ seems to deviate from the fit, above (below) the fit by $\sim1\sigma$ for the last one or two points at high $(m_T-m_0)/\nq$.

Figure~\ref{fig4} shows $f_0(980)$
$v_2$ as a function of $m_T-m_0$ with a fit
according to the function shown in Eq.~\ref{eqnq}.
In the fit, only the $\nq$ of $f_0(980)$ is treated as a free parameter and all other parameters are fixed according to the fit in the right panel of the Fig.~\ref{fig3}.
This NCQ scaling fit of the $f_0(980)$ $v_2$ yields $\nq = 3.0\pm0.7\mbox{ (stat)}\pm0.5\mbox{ (syst)}$.

\begin{SCfigure}
	\centering
	\includegraphics[width=8.7cm]{./f0v2nq.pdf}
	\caption{(Color online)
		$f_{0}(980)$ $v_2$ divided by $\nq$ as a function of \pT$/\nq$ (left) and $(m_T-m_0)/\nq$ (right) in 30-80\% centrality Au+Au collisions at $\sqrt{s_{NN}}$ = 200 GeV.
		Results of other particles are taken from Ref.~\cite{STAR:2015gge}.
		Black line in the right panel represents a fit
		to results of other particles using a NCQ scaling inspired function (Eq.~\ref{eqnq}).
	}
	\label{fig3}
\end{SCfigure}

\begin{SCfigure}
    \centering
	\includegraphics[width=6.4cm]{./f0v2mt.pdf}
    \caption{(Color online)
	  $f_{0}(980)$ $v_2$ as a function of $m_T-m_0$ in 30-80\% centrality Au+Au collisions at $\sqrt{s_{NN}}$ = 200 GeV.
	  The blue curve represents the NCQ inspired fit (Eq.~\ref{eqnq}),
	  where the only free parameter is the $\nq$ of $f_0(980)$
	  and all other parameters are fixed according to the fit in the right panel of the Fig.~\ref{fig3}.
    }
    \label{fig4}
\end{SCfigure}

With the current uncertainty, our result is not able to determine whether $f_{0}(980)$ is
a $q\overline{q}$, $qq\overline{q}\overline{q}$, $K\overline{K}$ molecule, gluonium state, or produced through $\pi\pi$ coalescence.
It could also be given by some combined states as well.
Future measurements, e.g. the $f_{0}(980)$ yields, could also provide different aspect to understand it.

\section{Summary}
Preliminary results on the $f_0(980)$ $v_2$ in 30-80\% centrality Au+Au collisions at
$\sqrt{s_{\rm NN}}$  = 200 GeV are presented.
In the low \pT\ region (\pT<2 GeV/$c$), the $f_{0}(980)$ $v_2$ seems to follow the mass ordering.
In the higher \pT\ region (\pT>2 GeV/$c$), the $f_{0}(980)$ $v_2$ seems closer to the baryon band.
A NCQ scaling inspired function was used to fit the $f_0(980)$ $v_2$.
The extracted quark content of $f_{0}(980)$ is $\nq = 3.0\pm0.7\mbox{ (stat)}\pm0.5\mbox{ (syst)}$.
More data are needed to understand whether $f_{0}(980)$ is
a $q\overline{q}$, $qq\overline{q}\overline{q}$, $K\overline{K}$ molecule, gluonium state,
or produced through $\pi\pi$ coalescence.
Our study indicates that heavy-ion collisions can be a useful place to examine the quark content of scalar mesons.
The isobar data taken in 2018 at RHIC and the 8-fold increase in Au+Au data
expected in 2023-2025 would provide more insights.

$\bold{Acknowledgments}$
This work was partly supported by the U.S. Department of Energy (Grant No. de-sc0012910).

\bibliographystyle{unsrt}

redpajama_set_name: RedPajamaArXiv


text:
The Mergers & Acquisitions Review - Edition 12
Philippe Hoss
Thierry Kauffman
Elvinger Hoss Prussen
I OVERVIEW OF M&A ACTIVITY
M&A activity remained relatively strong in Luxembourg in 2017 and 2018, despite a global slowdown due to the remaining uncertainties resulting from Britain's decision to leave the European Union and key global elections. Some of the reasons for this are Luxembourg's regulatory and legislative framework, its legal and political stability, and its domestic market, in particular its fund industry and financial sector.
Luxembourg remains the largest investment funds centre in Europe and the second-largest in the world behind the United States. At the close of March 2018, the net assets under management in Luxembourg amounted to €4.149 billion.2 Hence, the investment funds industry continues to play a major role in stabilising the Luxembourg market. Luxembourg continues to be ideally placed to implement tax-efficient M&A transactions, and hence to be a key platform for M&A and private equity activity. One reason for this is that the relevant legislation continues to be adapted and modernised in order to be as attractive and flexible as possible: this includes new forms of companies, namely the special limited partnership and the simplified stock company, which offer additional solutions for economic actors, including those of the private equity world. Funding instruments and methods created and used by practitioners over past decades, such as the use of tracking shares or the issuance of hybrid instruments, have recently been confirmed by the legislator and codified in the law of 10 August 2016 amending the law of 10 August 1915 on commercial companies (the 1915 Law), hence creating additional legal certainty.
Luxembourg remains one of the leading European hubs for vehicles investing directly or indirectly in European real estate. It is also worth noting that a lot of actions are being undertaken by the government to make Luxembourg a leading hub in the areas of information and communication technology, fintech and space technology.
Chinese banks continue to establish their European headquarters in Luxembourg. In general, Asian deal-makers and investors continue to set their sights on European targets in a bid to reduce reliance on their domestic market. North American investors on the other hand may feel more inclined to stay at home, as there may be new opportunities in a less regulated and lower tax US environment, as promised by the new US President.
With a number of promising drivers and deals in place, we anticipate a relatively active M&A market in 2018. Low costs of funding and the continued desire to expand geographic reach and innovation capabilities speak in favour of an active year. On the other side, key global elections, heightened regulatory scrutiny, in particular of Chinese investors, and speculations around Brexit may result in a slowdown in M&A activities. Despite strong concurrent bids from other leading European hubs, investors and companies fleeing Brexit seem to find Luxembourg an adequate alternative, and particularly the insurance sector, which has seen the establishment of many newcomers in the Luxembourg market.
II GENERAL INTRODUCTION TO THE LEGAL FRAMEWORK FOR M&A
The Luxembourg Civil Code, notably the provisions governing contracts, and the Luxembourg Commercial Code provide the statutory framework and form the legal basis for the purchase and sale of corporate entities in Luxembourg.
Statutory mergers, including cross-border mergers with EU or non-EU entities, demergers, splits and spin-offs, as well as contributions of branches of activities, or of part or all of the assets and liabilities of Luxembourg undertakings, are mainly governed by the 1915 Law, which implemented the EU Cross-Border Mergers Directive.3
In addition, the law of 5 August 2005 on collateral agreements, which provides legal certainty to lenders, is commonly used in M&A transactions irrespective of the location of the target to secure financing. In that context, it should be noted that Luxembourg continues to offer a legal environment more favourable to lenders than any other European jurisdiction.
In the case of an offer for the acquisition of a target whose shares are admitted to trading on a regulated market in one or more Member States, the law of 19 May 2006 transposing the Takeover Law4 will apply in cases where the target is a Luxembourg company or where its shares are admitted to trading on the regulated market of the Luxembourg Stock Exchange (LSE), or both. If the target is a Luxembourg company and its shares are listed on the regulated market of the LSE, all aspects of the offer will be governed by the Takeover Law (even if the shares are additionally listed on other regulated markets in the EU or the EEA). If the target is a Luxembourg company but its shares are listed only on a regulated market in the EU or the EEA outside Luxembourg, a split jurisdiction regime will apply, with the law of the listing jurisdiction being applicable for the offer and Luxembourg law being applicable for corporate law matters, the legality of measures by the target that could defeat the offer as well as information to be provided to employees of the target. With respect to Luxembourg companies, Luxembourg law will also be competent to determine the 'central threshold' from which a mandatory offer will have to be made and exemptions from these obligations as well as sell-out and squeeze-out rules following a successful offer.
If a bidder does not achieve the necessary threshold for a squeeze-out as a result of an offer under the Takeover Law, but reaches that threshold at a later stage, such bidder may be in a position to squeeze-out minority shareholders under the law of 21 July 2012 on mandatory squeeze-out and sell-out of securities of companies currently admitted or previously admitted to dealing on a regulated market in the European Union or having been offered to the public. Conversely, minority shareholders may have the right under that law to cause the majority shareholder to purchase their shares.
Public offerings on the Luxembourg territory and admissions to trading on the Luxembourg regulated market of securities are governed by the Luxembourg prospectus law of 10 July 2005, as amended, implementing the Prospectus Directive (Prospectus Law),5 and the CSSF is the supervisory and regulatory authority competent to oversee these operations.
For companies whose securities are admitted to trading on the regulated market of the LSE, and whose home Member State will be Luxembourg, a certain number of additional Luxembourg laws (mainly deriving from the implementation of relevant European directives) may apply, in particular the Luxembourg law of 11 January 2008, as amended, implementing the Transparency Directive (Transparency Law)6 and the Luxembourg law of 26 December 2016 on market abuse, implementing the Market Abuse Directive II.7
The law of 24 May 2011 on the exercise of certain rights of shareholders in general meetings of listed companies will also apply to Luxembourg companies whose shares are admitted to trading on a regulated market in the EU (Shareholder Rights Law).
The Takeover Law, the Prospectus Law, the Transparency Law and the Shareholder Rights Law are not applicable to Luxembourg or foreign companies whose shares or other securities are admitted to trading on the euro multilateral trading facility (MTF) market of the LSE.
The Market Abuse Regulation8 and relevant implementing and delegated regulations of the European Commission will apply with respect to companies whose securities are admitted to trading on the regulated market or the euro MTF of the LSE.
Moreover, there may be specific legislation to be considered depending on the sector involved in the transaction (e.g., credit institutions, insurance or reinsurance companies, companies operating in the telecommunication business, MiFID firms) and, in particular, prior regulatory approvals or notifications will then be necessary.
Additional regulations will also apply if a purchase, sale or merger of a Luxembourg undertaking involves the transfer of staff.
III DEVELOPMENTS IN CORPORATE AND TAKEOVER LAW AND THEIR IMPACT
i Modernisation of Luxembourg's company law
On 10 August 2016, Parliament adopted Bill of Law 5730 modernising the 1915 Law and amending, inter alia, relevant articles of the Civil Code. The new law came into force on 23 August 2016 (the New Company Law).
Although the New Company Law brings a lot of significant changes, the contractual freedom of shareholders remains the key feature. The New Company Law mainly aims at integrating some innovations already existing in foreign jurisdictions to offer new legal instruments to investors, to harmonise rules applicable to the different forms of companies and to formally recognise the validity of legal solutions previously developed by Luxembourg practitioners.
The New Company Law contains new opportunities, but also certain additional constraints. As a result, the impact of such legislation should be carefully analysed not only for new entities but also for existing structures.
For any entity incorporated after its entry into force, the New Company Law shall automatically apply in its entirety. For any existing entity, shareholders have 24 months from the entry into force of the New Company Law to adapt the articles of association. During this period (or at least until the articles are amended so as to comply with the New Company Law), the previous legislation remains applicable to all provisions of the articles of association contrary to the New Company Law, while the New Company Law applies to all matters not mentioned in the articles of association.
Below is a summary of some of the key changes resulting from the New Company Law. Some of these may require specific actions, including appropriate provisions to be inserted in the articles of association or shareholders' agreement:
Key changes applying to a public company limited by shares, a limited partnership by shares and a private limited liability company are as follows:
agreements governing voting rights are now formally recognised (with certain limits);
the New Company Law now contains a list of cases where a decision of shareholders or bondholders may be declared void;
a shareholder of an SA, an Sàrl or an SCA may validly undertake not to exercise all or part of his, her or its voting rights, either temporarily or permanently;
management may, if so authorised by the articles of association, suspend the voting rights of a shareholder that is in default of its obligations under the articles of association, a shareholders' agreement or the relevant shareholder's undertakings;
the change of nationality of a Luxembourg company will no longer require a unanimous decision by the shareholders (and bondholders); and
recognition of provisions where current or future shareholders organise the transfer or acquisition of shares.
Key changes pertaining only to a private limited liability company:
the majority requirement applicable to the transfer of shares in an Sàrl to a non-shareholder may be reduced from 75 to 50 per cent of the share capital in the articles of association. If the proposed transfer of shares is not approved, the remaining shareholders may propose alternatives within three months of this refusal to the leaving shareholder allowing it to transfer its shares, and if no solution has been found, the leaving shareholder is authorised to transfer its shares to the third party initially identified;
the foregoing is without prejudice to the pre-emption and tag-along right agreed among the parties;
abolishment of the double majority requirement (majority of shareholders representing 75 per cent of the shares) for extraordinary shareholder decisions. A 75 per cent majority of the shares is now sufficient;
the possibility for managers to pay an interim dividend;
the possibility to issue redeemable shares; and
the possibility to provide for an authorised share capital.
Key changes pertaining only to a public company limited by shares and a limited partnership by shares:
the validity of lock-up clauses in the articles of association is formally recognised, with the consequence that any transfer made in breach of such clauses is expressly null and void;
prior consent clauses and pre-emption clauses relating to shares provided for in the articles of association are formally declared as being valid as long as such clauses do not prevent the leaving shareholder from transferring its shares for more than 12 months;
the issuance of non-voting shares is no longer limited to 50 per cent of the share capital, and non-voting shares do not necessarily need to receive a preferred dividend; and
an auditor's in-kind report is no longer required for the contribution to a company consisting in a claim against or receivable issued by the same company (under certain conditions).
On 15 December 2017, the Grand-Ducal Regulation (Regulation) coordinating the 1915 Law was published in the Luxembourg Official Gazette (Mémorial A) and applies from 19 December 2017.
This Regulation does not further amend the 1915 Law, but it significantly reorganises the numbering of its articles and sections. From 19 December 2017, all references to the 1915 Law shall take into account the new numbering. The constitutional documents of Luxembourg companies in force before 19 December 2017 do not need to be amended, and reference to an old number will automatically be deemed to refer to the corresponding new number of an article or a section.
iii Parliamentary Bills of Law not yet adopted
Current ongoing legislative activities relevant to M&A activity are quite limited, with the most important being Bill of Law 6539 regarding the preservation of enterprises and aiming to modernise the legal framework for insolvency law and assimilated procedures.
Luxembourg will, however, also need to amend its Law of 24 May 2011 on the exercise of certain rights of shareholders (the 2011 Law), which implements the corresponding European Directive,9 which was amended on 17 May 2017. Luxembourg has until July 2019 to update the 2011 Law, which should reflect changes regarding the identification of shareholders, the increase of the control by the shareholders, as well as the promotion of the exercise of voting rights during shareholders' meetings.
IV FOREIGN INVOLVEMENT IN M&A TRANSACTIONS
Luxembourg is the second-largest investment fund centre in the world after the United States, the premier captive reinsurance market in the European Union and the premier private banking centre in the eurozone. The financial sector is the largest contributor to the Luxembourg economy.
Moreover, Brexit has had a positive impact on the Luxembourg insurance sector, with the establishment in Luxembourg of about 10 insurance companies such as AIG, Liberty Mutual, Sompo International and Britannia.
Luxembourg's success is founded on its social and political stability, and on a modern, efficient, flexible and business-friendly legal and regulatory framework that is continuously updated. Banks, insurance companies, investment fund promoters and specialist service providers from all over the world have been attracted to Luxembourg. M&A transactions are not subject to any particular restrictions.
A large part of M&A activity in Luxembourg consists of the involvement of Luxembourg vehicles in the acquisition of foreign targets or assets. In particular, the number of Luxembourg holding structures through which real estate is held has continued to increase in past years.
Luxembourg's neighbours, France, Belgium and Germany, are considered to be the main players in the Luxembourg market and they have a noticeable presence in Luxembourg through their financial institutions. While other European countries have a strong presence, the establishment of some of the main international financial institutions and banks from non-European countries, in particular from China, during the past few years, is notable. Indeed, several Chinese banks have incorporated their European headquarters in Luxembourg and Luxembourg has become the leading European jurisdiction for international renminbi business.
Luxembourg is a location that many foreign investors and international groups consider, particularly for the establishment of investment funds, or the structuring of cross-border acquisitions and intragroup structuring, mainly due to Luxembourg's stability, its pragmatism and flexibility, and its openness to new businesses.
One of the advantages of Luxembourg's legislation is that when implementing the provisions of the EU Cross-Border Mergers Directive in the 1915 Law, it covers not only national mergers and mergers between Luxembourg companies and EU companies of sociétés anonymes, but also mergers between Luxembourg companies and non-EU companies of any legal form, contrary to the legislation of most other Member States.
It is further possible to express the share capital of a Luxembourg undertaking in a currency other than the euro or to have the legal documentation directly drawn up in English, with the exception that some documents (i.e., notarial deeds) must be followed by a French or German translation.
As further set forth above, the Law of 5 August 2005 on collateral agreements, as amended, is commonly used in M&A transactions involving a Luxembourg entity to secure financing, and continues to offer a legal environment more favourable to lenders than found in other European jurisdictions.
In addition, the migration of companies to Luxembourg with the continuation of their legal personality and without the need for reincorporation has always been recognised, and is a common occurrence.
V SIGNIFICANT TRANSACTIONS, KEY TRENDS AND HOT INDUSTRIES
In April 2017, Standard Industries completed its acquisition of Braas Monier Building Group SA, a Luxembourg company whose shares were at the time listed on the Frankfurt Stock Exchange. This acquisition allows Standard Industries to combine Braas Monier's operations with its European flat roofing business, Icopal, to form the largest manufacturer in the European roofing industry. The offer was initially unsolicited, and Braas Monier Building Group SA decided to take defence measures in order to render it significantly more costly for the offeror. After several court actions and discussions between both parties, a business combination agreement was entered into by the parties, following which the board of directors of Braas Monier Building Group SA recommended that its shareholders accept the revised offer, valuing Braas Monier at around US$1.2 billion.
Luxembourg remains heavily involved in major international deals structured through Luxembourg. Hence, assistance on aspects of law was required in, inter alia, the following major deals:
the acquisition via Luxembourg entities of Clarion Events, an event organiser based in London with a portfolio of approximately 150 B2B exhibitions and conferences by Providence Equity Partners for about £210 million;
the sale of the Helios Group to Kansai Paint by Ring International Holding for €572 million;
the consortium acquisition of DIF Infrastructure and EDF Invest of Thyssengas for €700 million;
the acquisition of Athlon Car Lease International by Daimler for €1.1 billion;
the acquisition of the RFR Holding real estate portfolio by Sigma Prime Selection for €1.5 billion;
the acquisition of Tumi Holding by Samsonite for US$1.8 billion;
the acquisition of TNT Express by FedEx for US$4.8 billion;
the combination of the European wealth management activities of UBS through the cross-border merger of several entities into UBS Europe SE, located in Frankfurt;
the sale of 58 per cent of the stake of CVC Capital Partners in IDC Salud to Fresenius for €5.75 billion; and
in February 2018, BGL BNP Paribas and ABN AMRO Bank NV announced an agreement regarding the acquisition by BGL BNP Paribas of all the outstanding shares in ABN AMRO Life SA and ABN AMRO Life SA. This acquisition will strengthen the leading position of the BNP Paribas Group in Luxembourg.
VI FINANCING OF M&A: MAIN SOURCES AND DEVELOPMENTS
In addition to financing by cash resources, Luxembourg law and existing practice in Luxembourg provide for a large range of financing possibilities and instruments. It is possible to gain financing, inter alia, through an issue of shares, securities and other financial instruments carrying specific financial or voting rights such as preferred dividend rights, tracking securities, subordinated loans or securities, securities with arrangements ensuring multiple voting rights, convertible instruments, securities or loans with profit-participating elements.
On the equity side, we see contributions to a company's equity account with or without the issue of shares by the company to be financed. In the latter case, the contribution is made to the freely distributable account (account 115) of the company, which is termed a 'contribution to equity capital without issue of shares (capital contribution)' pursuant to the Grand Ducal Decree dated 10 June 2009 on the presentation and content of a standard chart of accounts, this being a sub-account of the share premium account of the company. Alphabet shares, tracking shares and shares with differing par values are also possible, and are now recognised by the New Company Law.
On the debt side, entities are financed through loans that may be interest-bearing, profit-participating, convertible or tracking. However, transfer pricing rules must be complied with, and payments must be at arm's length.
More complex and hybrid instruments also exist, such as preferred equity certificates (which can be interest-free, tracking, convertible, etc.), notes and bonds that can be issued by an entity in addition to shares and that are governed mainly by their contractual terms.
The New Company Law has introduced a great deal of flexibility or has confirmed the flexibility of previously existing techniques: tracking shares are now formally recognised, the public or private issuance of bonds is now possible for all types of entities vested with legal personality, shares of a société anonyme can be issued below par value under certain conditions and shares can be issued with different nominal values.
Third-party financing usually takes the form of senior or mezzanine loans (whether syndicated or not). That said, alternative lenders are becoming more attractive in the debt financing market given that they often offer more flexibility than traditional bank lenders.
For a number of reasons (including the low minimum share capital, less regulation by the 1915 Law, its closed character), the private limited liability company is the preferred corporate vehicle for Luxembourg-structured acquisitions. For more complex structures, the limited partnership by shares may be interesting in particular for an initiator who wants to retain total control of its management. Some additional company types have become available over the past few years such as the special limited partnership, the simplified private limited liability company and the simplified stock company. The special limited partnership regime is inspired by the UK and US common law concept of a limited partnership. It provides considerable flexibility and offers additional onshore structuring solutions. Investors have demonstrated significant interest in these partnerships, as evidenced by the high number of incorporations of this company form over the past few years. The simplified stock company available in Luxembourg since the New Company Law is a company inspired by French law that has seen great success in France.
VII EMPLOYMENT LAW
Where a merger or an acquisition results in a transfer of an undertaking based on the territory of the Grand-Duchy of Luxembourg defined as a 'transfer of an economic entity which retains its identity, meaning an organised grouping of resources which has the objective of pursuing an economic activity, whether or not that activity is central or ancillary', Articles L127-1 et seq of the Luxembourg Labour Code apply.
As a consequence, the rights and obligations of the transferor arising from employment contracts or existing employment relationships on the date of the transfer shall, by virtue of the law, be transferred to the transferee. The transferee is obliged to maintain all the essential elements of the employment contracts of the transferred employees.
The transferor and the transferee shall be jointly and severally liable in respect of obligations that arose before the date of the transfer from an employment contract or an employment relationship existing on the date of the transfer.
The transfer of an undertaking shall not in itself constitute a valid ground for dismissal for the transferor or the transferee. Dismissals on the basis of real and serious grounds linked to an employee's behaviour or on the basis of economic reasons not linked to the transfer remain possible. However, additional restrictions with respect to the termination of employment contracts following a transfer of undertaking may be foreseen in collective bargaining agreements, such as the collective bargaining agreements applicable in the banking and insurance sectors. The collective bargaining agreement of the banking sector prohibits terminations based on economic reasons for a period of two years following a transfer unless expressly agreed on by staff representatives. The collective bargaining agreement for the insurance sector does not provide for such exception.
Following a transfer, the transferee is furthermore obliged to maintain the provisions of a collective bargaining agreement that had been applicable to the transferor. The transferred employees will continue to benefit from the provisions of the collective bargaining agreement until its termination or expiry, or until the effective date of its replacement. However, pursuant to recent Luxembourg case law, in cases where a clause of a transferred employment contract refers to the application of a collective bargaining agreement, the provisions of such collective bargaining agreement shall continue to apply to the transferee even after the termination or expiry of the collective bargaining agreement in force the day of the transfer or the entry into force of its replacement. If so, the application of the collective bargaining agreement can be ended either by mutual consent or by a unilateral decision of the employer, provided a specific procedure is followed.
As regards supplementary pension plans, a bill of law reforming the law of 8 June 1999 on supplementary pension schemes as amended was submitted in March 2017 by the government to the Parliament. This bill of law aims to modify the current rules applicable to supplementary pension schemes that also comprise rules applicable in the case of a transfer of undertaking. It is, however, intended that the option given to a transferee not to maintain a transferor's supplementary pension plan will be maintained.
In the context of the transfer of an undertaking, the transferor must inform the transferee in due time about all rights and obligations transferred to the extent that these rights and obligations are known by the transferor at the time of the transfer. The transferor and the transferee shall furthermore inform in due time prior to the effective date of the transfer staff representatives or, in the absence of staff representatives, the employees concerned in the transfer regarding the date and the reasons of the transfer, as well as the legal, economic and social implications for the employees, and any measures envisaged towards the employees. Finally, should the transferor or the transferee envisage taking measures involving the employees due to the transfer, their respective staff delegations must be consulted on those measures in due time with a view to reaching an agreement. The respective staff delegates of the transferor and the transferee shall also be informed and consulted in advance about all decisions that are likely to entail important modifications in the work organisation or in employment contracts, and the respective joint works council (where a joint works council exists) shall be informed about and consulted on any economic or financial decision that may have a substantial impact on the structure of the undertaking or on the level of employment. This applies in particular in the case of a transfer of undertaking. It should be noted that the law of 23 July 2015 on the reform of the social dialogue provides for the abolition of works councils as of the date of the next social elections, foreseen to take place in February or March 2019. As a counterpart, the rights and obligations of staff delegations will be extended to take over the works councils' current competences if an undertaking employs at least 150 employees over a period of 12 months preceding the first day of the month of the announcement of the elections.
As regards cross-border mergers, the law of 3 June 2016 amending, inter alia, Article L426-14 of the Labour Code guarantees to employees that benefited before the merger from a more favourable employee participation system than the one foreseen in Luxembourg the maintenance of their participation in such system.
VIII TAX LAW
i Statutory framework
In general, Luxembourg corporate taxpayers may be subject to corporate income tax (CIT) at a rate of 18 per cent, on which a 7 per cent solidarity surcharge is added, leading to an effective CIT rate of 19.26 per cent, plus municipal business tax (MBT), which varies from one municipality to another.10
Moreover, corporations are generally subject to an annual net worth tax (NWT), levied at a rate of 0.5 per cent on their unitary value (i.e., taxable assets minus liabilities financing such taxable assets) as at 1 January of each year.11 A reduced tax rate of 0.05 per cent applies to the portion of net wealth exceeding €500 million. Corporations having their registered office or their central administration in Luxembourg, for which the sum of financial assets, transferable securities and bank deposits, receivables held against related parties, or shares or units in tax-transparent entities exceed 90 per cent of their total balance sheet and €350,000, are subject to a minimum NWT of €4,815.
ii Participation exemption on dividends, liquidation proceeds and capital gains
Under the Luxembourg participation exemption, dividends, liquidation proceeds and capital gains realised by a fully taxable Luxembourg-resident company from shareholdings in resident or non-resident corporations may be exempt from CIT, MBT and NWT, provided certain minimum holding conditions are met.
iii Withholding taxes
The standard withholding tax rate stands at 15 per cent for dividend payments to both resident and non-resident shareholders. Reduced rates or withholding tax exemptions may be available under applicable double tax treaties (DTTs).12 Moreover, a full withholding tax exemption may be available under Luxembourg tax law provided certain conditions are met.13
No withholding tax is due in Luxembourg on a full or partial liquidation of a fully taxable company, regardless of the tax residence or tax status of the shareholder.
In addition, there is no withholding tax on royalty payments and fixed or floating rate interest payments made to corporate lenders or to non-residents generally.
iv Recent developments
IP tax regime
On 17 April 2018, a new intellectual property (IP) tax regime was enacted, which is applicable as from fiscal year 2018.
An 80 per cent tax exemption on eligible net income for qualifying IP rights is available under the new regime. This new IP tax regime is based on the modified nexus approach developed by the OECD in the final BEPS report on Action 5.
Ruling of the Luxembourg Administrative Court No. 39193C of 23 November 2017
The Luxembourg Administrative Court issued an interesting ruling in November 2017 on the tax treatment of share redemptions by a company.
The Court held that the price paid to a shareholder upon the redemption by a company of all or part of his or her shares should qualify as a sale of the shares (rather than a dividend distribution), regardless of whether the shares are cancelled thereafter or not, provided however the sale price corresponds to the net asset value of these shares. As a consequence thereof, no withholding tax should apply on such redemption. If the shares are redeemed at a price exceeding the net asset value, the excessive portion of the price may be considered as a hidden dividend distribution (which may be subject to a 15 per cent withholding tax), unless there are exceptional economic reasons justifying a redemption above net asset value.
Exchange of information
On 16 May 2017, the Court of Justice of the European Union (ECJ) delivered its long- awaited judgment in the Berlioz case regarding the compliance of the Luxembourg laws of 29 March 2013 implementing Council Directive 2011/16/EU of 15 February 2011 on administrative cooperation in the field of taxation and of 25 November 2014 (the 2014 Law) on the procedure applicable to the exchange of information in tax matters, with respect to the Charter of Fundamental Rights of the European Union.
The ECJ ruled in substance that a party has the right to appeal against a request for information, which the aforementioned laws had denied. As a consequence thereof, Luxembourg had to amend its exchange of information procedure as laid down in the 2014 Law. As a result thereof, Bill No. 7223 amending the 2014 Law was submitted to Parliament in December 2017, and is expected to be adopted in the next few months.
Multilateral Instrument
On 7 June 2017, Luxembourg signed the Multilateral Instrument (MLI) as one of the 68 initial signatories. Luxembourg decided that the MLI will be applicable to its 81 DTTs. The MLI will have a direct impact on 59 of those 81 DTTs because of a reciprocity requirement for its applicability (as of May 2018).
The MLI addresses the DTT changes proposed in the base erosion and profit shifting (BEPS) Action Final Reports and in the 2017 OECD Model Tax Convention.
MLI provisions can be classified into three categories: minimum standards that cannot be opted-out of; provisions that apply unless one or both contracting jurisdictions make a full or partial reservation against them; and provisions that have to be expressly opted into by the signing jurisdictions to be applicable.
Most notable choices taken by Luxembourg can be summarised as follows: Luxembourg opted for full reservations with respect to Article 4 (dual resident entities), Article 8 (dividend transfer transactions), Article 9 (capital gains from the alienation of real estate-rich companies), Article 10 (permanent establishment triangular cases), Article 11 (savings clause), Article 12 (commissionnaire arrangements) and Article 14 (splitting-up of contracts).
With respect to Article 3 (transparent entities), Luxembourg has made a partial reservation, deciding not to apply Article 3(2), Article 3(1) addressing treaty benefits to be granted to income 'derived by or through an entity or arrangement that is treated as wholly or partly fiscally transparent under the tax law of either Contracting State'.14
With respect to Article 5 (method for the elimination of double taxation), Luxembourg has chosen option A, providing for a switch-over clause under which the residence state must grant a credit, rather than an exemption, for the taxes levied in the other contracting jurisdiction.
With respect to Article 7 (prevention of treaty abuse), Luxembourg chose to apply the principle purpose test (PPT) in contrast to the application of a simplified limitation on benefits (LOB) alongside a PPT, or the fully fledged LOB.
IX COMPETITION LAW
If there is a local antitrust impact below the EU thresholds, an assessment is undertaken at the level of the European Commission, which may request assistance from the Luxembourg Competition Council when investigating an M&A transaction involving a Luxembourg entity.
Given that the Luxembourg national market is small, and that most M&A transactions with a Luxembourg connection deploy their competitive effect on a global or EU scale, or mainly in other jurisdictions, most such M&A transactions do not raise any national antitrust issues.
Where the relevant transaction has an EU dimension, EU antitrust rules will apply, as will the law of 23 October 2011 on competition (the Competition Law), which reflects Articles 101 and 102 of the Treaty on the Functioning of the European Union by prohibiting concerted practices, anticompetitive agreements and abuse of dominant market positions.
No pre-merger filings or prior notification requirements to the Luxembourg Competition Council exist under the Competition Law, which only provides for prohibitions of concerted practices and abuses of a dominant position.
However, the above generally held position significantly changed on 17 June 2016, when the Luxembourg Competition Council asserted its competence to scrutinise and sanction M&A transactions that create or strengthen a dominant position. Through this decision, the Luxembourg Competition Council affirmed its authority to exercise ex post control of mergers by using, in the absence of a specific merger control regime at the national level, the provisions prohibiting the abuse of a dominant position.
On 15 November 2016, Parliament adopted the law on certain governing actions for damages for competition law infringements and amending the amended law of 23 October 2011 on competition (New Competition Law). It implements Directive 2014/104/EU of 26 November 2014 on antitrust damages actions. The New Competition Law reflects the objectives of the Directive, improving the effectiveness of private enforcement as to infringements of EU and national competition law, and fine tuning the interplay between private damages actions and public enforcement by the European Commission and national completion authorities.
On the one hand, the New Competition Law facilitates actions for damages through the introduction of certain specific procedural rules:
their exercise is simplified by a set of irrebuttable and rebuttable presumptions with respect to the existence of an infringement of competition law and its effects;
access to evidence, essential for competition law-based claims, is facilitated through certain disclosure rules;
the joint and several liability of undertakings that have infringed competition law through joint behaviours allows an injured party to require full compensation from any of them until it has been fully compensated; and
the New Competition Law refers to the Luxemburgish general procedural law principles that provide for a 10-year limitation period for commercial claims.
On the other hand, the New Competition Law encourages consensual dispute resolution. In accordance with the Directive, it provides for the suspension of the limitation period to bring an action for damages for the duration of the consensual dispute resolution process and the suspension of the proceedings relating to the action for damages during a maximum period of two years.
X OUTLOOK
We believe the outlook for M&A activities in Luxembourg is positive, and continues to grow and attract interest from both domestic and foreign investors. The forecast for 2018 regarding domestic M&A is still good, and confirms the global resilience in this field. Moreover, the impact of the legislation of the new US administration is still limited on the global market, and the US market shows a strong performance that will probably have positive consequences on the European and Luxembourg markets. While Brexit has not yet had a negative effect on the Luxembourg M&A market, the terms of the implementation of Brexit remain to be negotiated. It seems clear that some economically significant areas such as merger clearances, cross-board taxation and transfers of employees will be affected. We see industry players and strategic buyers continuing to be active in Luxembourg (and in other countries by using structures through Luxembourg), increasingly expensive financing, fluctuating exchange rates, and a legal and regulatory environment that is getting more and more complex.
1 Philippe Hoss and Thierry Kauffman are partners at Elvinger Hoss Prussen.
2 Financial Sector Supervisory Commission (CSSF) press release 18/16 of 2 May 2018.
3 Directive 2005/56/EC.
5 Directive 2003/7/EC.
6 Directive 2004/109/EC.
7 Directive 2014/57/EU.
8 Regulation No. 596/2014/EU.
10 In Luxembourg City, the municipal business tax is 6.75 per cent and the overall combined rate of corporation taxes in Luxembourg City is 26.01 per cent.
11 For corporations having a financial year corresponding to the calendar year.
12 Luxembourg currently has 81 double tax treaties in force.
13 Cf. Article 147 of the LITA.
14 Article 1(2) of the 2017 OECD Model Tax Convention.
EU Overview
European Private Equity
Private equity: an offshore perspective
Other chapters on Luxembourg
The Class Actions Law Review
The Corporate Immigration Review
The Corporate Tax Planning Law Review
The Executive Remuneration Review
The Financial Technology Law Review
The Initial Public Offerings Law Review
The International Capital Markets Review
The Islamic Finance and Markets Review
The Labour and Employment Disputes Review
The Real Estate Law Review
The Restructuring Review
The Shareholder Rights and Activism Review
The Technology, Media and Telecommunications Review
All titles on Luxembourg
The Shareholder Rights and Activism Review Edition 3
Editor Francis J Aquila
Sullivan & Cromwell LLP
Over the years since the financial crisis, shareholder activism has been on the rise around the world. As both shareholder activists, and the companies they target, become more geographically diverse, it is increasingly important for legal and corporate practitioners to understand the legal framework and emerging trends of shareholder activism in the various international jurisdictions facing activism. The Shareholder Rights and Activism Review is designed as a primer on these aspects of shareholder activism in such jurisdictions.
The Corporate Governance Review Edition 9
Editor Willem J L Calkoen
NautaDutilh
In this ninth edition, we can see that corporate governance is becoming a more vital and all-encompassing topic with each year that passes. We all realise that the modern corporation is one of the most ingenious concepts ever devised. Our lives are dominated by corporations. We eat and breathe through them, we travel with them, we are entertained by them, most of us work for them. Most corporations aim to add value to society, and they very often do. Some, however, are exploiting, polluting, poisoning and impoverishing us…
The Restructuring Review Edition 11
Editor Christopher Mallon
The global economic upswing, which began in 2016, continues to strengthen with global GDP growth reaching 3.9 per cent in the second quarter of 2018 and expected to increase further in the second half of 2018. World trade growth accelerated by 4.7 per cent in 2017, following trade growth of only 1.8 per cent in 2016. This is largely driven by cyclical improvements and an increase in investment growth in developed economies.
The Private Equity Review Edition 8
Editor Stephen L Ritchie
Kirkland & Ellis LLP
Private equity professionals need practical and informed guidance from local practitioners about how to raise money and close deals in multiple jurisdictions. This review has been prepared with this need in mind. It contains contributions from leading private equity practitioners in 25 different countries, with observations and advice on private equity deal-making and fundraising in their respective jurisdictions.
The Securities Litigation Review Edition 5
Editor William Savitt
Wachtell, Lipton, Rosen & Katz
The Securities Litigation Review is a guided introduction to the international varieties of enforcing rights related to the issuance and exchange of publicly traded securities. Unlike most of its sister international surveys, this review focuses on litigation – how rights are created and vindicated against the backdrop of courtroom proceedings.
The Franchise Law Review Edition 6
Editor Mark Abell
This book provides an introduction to the basic elements of international franchising and an overview of the way that it is regulated in 37 jurisdictions. It seeks to provide the reader with a high-level understanding of the challenges involved in international franchising in the first section, and then, in the second section, explains how these basic themes are reflected in the regulatory environment within each of the countries covered.
The Real Estate M&A and Private Equity Review Edition 3
Editors Adam O Emmerich and Robin Panovka
This publication is a multinational guide for understanding and navigating the increasingly complex and dynamic world of liquid real estate and the transactions that mostly produce it. The sea change in the markets, sometimes called the 'REIT Revolution', has meant that major real estate transactions have migrated from 'Main Street' to 'Wall Street'. They now often take the form of mergers, acquisitions, takeovers, spin-offs and other corporate transactions conducted in the public markets for both equity and debt.
The Insolvency Review Edition 6
Editor Donald S Bernstein
Davis Polk & Wardwell LLP
This volume offers an in-depth review of market conditions and insolvency case developments in key countries around the world. A debt of gratitude is owed to the outstanding professionals the world over who dedicated their time and talents to this book. This book is a significant undertaking because of the current coverage of developments we seek to provide. As always, the hope is that this year's volume will help all of us, authors and readers alike, reflect on the larger picture, keeping our eye on likely, as well as necessary, developments, both on the near and distant horizons.
The Asset Management Review Edition 7
Editor Paul Dickson
Slaughter and May
While the global financial crisis of 2007 and 2008 may feel like an increasingly distant memory, its effects continue to be felt across the whole of the financial world. Despite significant improvements in the global economic landscape in the intervening years, global growth has been hampered in recent years by various geopolitical factors, including political uncertainty resulting from the change in administration in the US in 2016 and the rise of populist movements in Europe. The world of asset management is increasingly complex, but it is hoped that this edition will be a useful and practical companion as we face the challenges and opportunities of the coming year.
The Product Regulation and Liability Review Edition 6
Editors Chilton Davis Varner and Madison Kitchens
King & Spalding LLP
This edition covers 16 countries and territories and includes a high-level overview of each jurisdiction's product liability framework, recent changes and developments, and a look forward at expected trends. Whether the reader is a company executive or a private practitioner, we hope that this edition will prove useful in navigating the complex world of product liability and alerting you to important developments that may affect your business.
The Merger Control Review Edition 9
Editor Ilene Knable Gotts
Pre-merger competition review has advanced significantly since its creation in 1976 in the United States. As this book evidences, today almost all competition authorities have a notification process in place – with most requiring pre-merger notification for transactions that meet certain prescribed minimum thresholds.


text:
Q: Localization via Locale::Maketext::Simple always falls back to default instead of .po entry In a perl Module I want to use https://metacpan.org/pod/Locale::Maketext::Simple to convert strings to different languages.
My .po files are located unter /opt/x/languages, e.g. /opt/x/languages/en.po.
In my module I'm using the following header:
use Locale::Maketext::Simple (
    Path => '/opt/x/languages',
    Style => 'maketext'
);
loc_lang('en');

An entry in the .po files looks like this:
msgid "string [_1] to be converted"
msgstr "string [_1] is converted"

and the check via console with msgfmt -c en.po throws no errors so far.
But when I'm converting a string with loc() like loc("string [_1] to be converted", "xy") it gives me the output of "string xy to be converted" instead of "string xy is converted" as I would expect it. This looks to me like the .po files are not loaded correctly.
How can I check what .po files are found during maketext instantiation? Or am I mixing things up and there' a general mistake?

Edit 1:
Thanks for the comments, but it still does not work.
I've checked the files with https://poedit.net/ and created the corresponding .mo files (currently for de and en) with this tool as well. They are located next to the .po files (inside /opt/x/languages).
For completeness, my header looks like this:
# MY OWN LANGUAGE FILE (DE)
# 06-2019 by me
#
msgid ""
msgstr ""
"Project-Id-Version: 1.0.0\n"
"POT-Creation-Date: 2019-06-01 00:00+0100\n"
"PO-Revision-Date: 2019-06-02 00:00+0100\n"
"Last-Translator: thatsme <me@me.de>\n"
"Language-Team: unknown\n"
"Language: de\n"
"MIME-Version: 1.0\n"
"Content-Type: text/plain; charset=UTF-8\n"
"Content-Transfer-Encoding: 8bit\n"
"X-Generator: Poedit 2.2.3\n"

msgid "string [_1] to be converted"
msgstr "string [_1] is converted"

A: After some more digging and testing I finally found the issue for this behaviour, so here's my solution so far. Hope this may help others, because you rarely find any good documentation on this topic:
Add libraries
I added the library https://metacpan.org/pod/Locale::Maketext::Simple as stated above, but forgot to add https://metacpan.org/pod/Locale::Maketext::Lexicon.
This took me quite long to see, because there were no exceptions or errors thrown, just... nothing.
In the Maketext::Simple documentation it says

If Locale::Maketext::Lexicon is not present, it implements a minimal localization function by simply interpolating [_1] with the first argument, [_2] with the second, etc.

what looks at a first glance that .po files are loaded without Maketext::Lexikon, but it simply replaces placeholders.
Other issues:
I then discovered that all string are translated, except for the ones with placeholders like [_1]. I could not find a reason for this, but I moved to
Style => 'gettext'

and replaced all [_1], [_2]... with %1, %2... - that works like a charm.

redpajama_set_name: RedPajamaStackExchange


text:
Ocean Springs é uma cidade localizada no estado americano de Mississippi, no Condado de Jackson.

Demografia
Segundo o censo americano de 2000, a sua população era de 17.225 habitantes.
Em 2006, foi estimada uma população de 17.140, um decréscimo de 85 (-0.5%).

Geografia
De acordo com o United States Census Bureau tem uma área de
39,4 km², dos quais 30,1 km² cobertos por terra e 9,3 km² cobertos por água. Ocean Springs localiza-se a aproximadamente 7 m acima do nível do mar.

Localidades na vizinhança
O diagrama seguinte representa as localidades num raio de 12 km ao redor de Ocean Springs.

Ligações externas

Cidades do Mississippi


It was midway through a dive that Rose Farnon realized that everyone was rushing in the direction of the greenhouse, and that was only because she nearly ran into Susan Ober as she was pulling out of it. When the wild-haired Aquila pulled up to yell at the younger girl for getting in her way for no reason at all, she had realize that it was more than just Susan getting in the way. No, it was that people were heading toward the greenhouse, which seemed weird as there wasn't a Magizoobotany class scheduled for them at this time, otherwise Rose would have been there. And it wasn't like Marissa was scheduling a surprise party again - as far as Rose knew, her best friend was off doing something questionable with Danny Dubois - and even if she were it probably wouldn't be in the greenhouse. That sounded like a great way to get in a lot of trouble, or at least get something of yours stolen by a particularly peppy Pilfering Poppy. Professor Bennett's collection had sprouted rather suddenly in the past two weeks, so the upper years had their hands full with tending to the juvenile kleptomaniacs, among the other things they were working on in class. Rose had wondered, with a smirk, whether Kaye was enjoying the competition.
"Hey Camilla," she called, spotting her teammate by one of the goalposts and flying over, "What's going on?" Although Camilla Reynolds shared a first name with a terrible person, she herself was not terrible. Rose didn't mind talking to her about Quidditch, although she was pretty sure it was the only thing that Camilla was capable of talking about. It looked like younger girl knew what was going on, though (or at least she was headed in the same direction as everyone else) and it was a nice break to learn something from someone who wasn't Heather.
Not that Camilla turned out to be particularly helpful, although it wasn't her fault. She had been told by Professor Ramirez that all the upper years were to go to the greenhouse urgently to help out Professor Bennett, and that was all the information she had been given. Rose shrugged and hopped down off her broom, tucked her broom under her arm, and followed Camilla into the greenhouse. Her leggings were not exactly what she'd usually wear to class, but from what she understood this wasn't precisely class. The sixth-year was unsure what would make Professor Bennett assemble a bunch of upper-year students on the fly like that, though. Something actually urgent would have been dealt with by staff.
Wrong, as it turned out, because Professor Bennett was floating in the middle of the greenhouse and there were billywigs zipping all around and despite the explanation he gave them, Rose was not entirely sure that the situation was actually urgent at all. Forty billywigs? Sounded like a problem for people who weren't the RMI upper-years. She personally had no interest in being stung by the overly-large insects, and she was pretty sure that the longer she stayed in the greenhouse, the more likely it became that getting stung was exactly what was going to happen. On the other than, Professor Bennett was nuts but even he wasn't this bad, or so Rose thought.
Still, in the interest of keeping on Professor Bennett's good side, Rose sighed and went to fetch a pair of gloves. They were thick - hopefully, thick enough to prevent a billywig sting from going through. As she pulled them on and stepped back to make room for someone else to grab from the bin of gloves, she stepped on someone's foot, then stepped off it as quickly as possible.