Allocated and Reserved AS blocks
Anything with bread or chicken comes out chewy, gooey, and icy cold in the center. Travis 23 September A boardroom showdown ensued, during which the board voted to ask Mr. Unwilling to Challenge Management. Facial tissue Napkin Paper towel Toilet paper Wet wipe. Directors also should recognize that their previous hands-off approach didn't work.
His three children graduated from the university. Fleishman sits on more corporate boards "than a lot of people, especially nonpresidents," says J. David Ross, a former vice president at Duke.
Ross says he believes the directorships weren't payback for admissions. Schmidt was elected Tuesday…. Some analysts interpreted the appointment … as an event that could help Apple…. How could mere mortals, e. Stanley O'Neal 's board at Merrill Lynch is largely handpicked. He has recruited people like John D. Finnegan , the chief executive of Chubb and a friend for more than 20 years.
The two men worked together in the General Motors treasury department. O'Neal is also close to another director, Alberto Cribiore, a private equity executive who runs his own firm, Brera Capital. In the late s, Mr. Cribiore came close to persuading Mr. O'Neal to join his nascent private equity firm.
Directors also should recognize that their previous hands-off approach didn't work. O'Neal's ruthless response to anyone who challenged his authority might have made sense as he consolidated his position. Still, it left him holding the firm's top four positions for a time: The directors now have to put one of their own in charge as interim nonexecutive chairman. The nonexecutive chairman post is something they should consider keeping.
That might put off some potential CEO candidates. But Merrill's travails stem from inadequate oversight, and a CEO who insists on all the leeway granted Mr. O'Neal might not be the right choice. The presence of a nonexecutive chairman could reassure investors the board is back on the case. O'Neal, and he was reportedly someone who resisted constructive criticism and stifled genuine debate. In this, he resembles plenty of chief executives, and there's nothing in Sarbanes-Oxley to prevent it.
But it's not good governance or effective leadership. As a result, Mr. O'Neal and his board may have failed to engage in the kind of debate that would have prevented this tragedy. To be specific, what was Merrill's board asking Mr. O'Neal when Merrill was earning record profits on the outsize success of its huge investment in subprime mortgages and related collateralized debt and loan obligations?
I know it's hard to ask tough questions in the face of success. It's not a strategy for winning popularity contests. But it's essential in the worlds of business and investing. You can't earn massive returns without assuming tremendous risk. We now know that was true for Merrill. Amid the big gains in its fixed-income operations, it was assuming far more risk than anyone there apparently realized.
Stephen Gordon , named chairman and chief executive in November, brought in five new directors One person close to the company described him as 'a safe choice,' because he was one of the few GM directors who had run a major industrial company. The decision by President Barack Obama's auto task force to replace most GM directors came amid some pressure by company bondholders and other industry experts who had advised the task force in recent weeks During one meeting, the board was described as 'a collection of failed CEOs,' and the group was blamed for not prompting GM management to move faster in restructuring the company.
Some governance experts consider GM's board fairly weak because it lacks individuals with auto-industry expertise and includes several retirees without recent corporate-management experience. It may be easier to remove directors than to replace them, however.
The government may encourage GM to add directors with more automotive or industrial know-how, some observers believe. The more things change, the more they stay the same. Now, the US Calvary is galloping to the rescue. However, the US Calvary, with sabers held high, may lack pertinent experience. Those companies include Citigroup Inc. Kresa has a deep base of contacts after several years on GM's board, a tenure as chief executive of Northrop Grumman Corp.
He had planned to rely on his professional network to conduct the search. Kresa choose Spencer Stuart for GM's board search, telling him that the search firm 'can do it quickly,' said a person close to the matter. Kresa he would be contacted by Tom Neff, head of the firm's U. Neff with marching orders? Gone in the past 10 months are Chairwoman to Its Board" No one explains what "was named" means or by whom she "was named. Should the BOD motto be "Go along and get along or get out before we throw you out"?
Chief executives tended to dominate the choice The way we govern now". Mom-and-pop investors could buy shares in celebrity businessman Donald Trump ' s first public company, Trump Hotels and Casino Resorts. Their investments were quickly depleted. None of the original directors responded to requests for comment.
One later director was close to Trump: Ivanka Trump was named to the board of directors in , when she was 26 and had been working for two years at her father ' s private company, the Trump Organization. Representatives for Ivanka Trump declined to comment. Ivanka and Donald Trump both resigned from the company in , after Trump declared in a statement that he strongly disagreed with bondholders who had been pushing the company to file again for bankruptcy.
How much were they compensated for their stellar BOD service? It will only be different when the BOD ' s personal assets are on the line. Countries headed by "imperial CEOs" are known as kleptocracies. Eisner 's harsher board critics vehemently objected and accused the chairman of orchestrating her removal … Directors said the names of the four leaving the board were submitted by the nominating committee, which was acting on the recommendation from Eisner.
Stewart , that Mr. Van de Kamp, 'You're a terrible director. You are so loyal to Stanley P. Gold , it's like you've carried his babies. Van de Kamp, who was not reinstated to the board in a vote of 12 to 4, with 2 abstentions. Minnie is especially fond of him. Disney critical of Mr. Eisner's management style either left or saw their influence diminished. Gold , who was once very influential on the board, was stripped of crucial posts because of his status as the investment adviser to Mr.
Eisner has proved himself a skilled corporate politician who has been shrewd about using the idea of better corporate governance as a shield against critics who threaten his reign. Gold's letter criticized the other directors for serving as a rubber stamp for management, saying that they enacted policies that muzzled dissenters and shielded Mr. Eisner from 'criticism and accountability. Let is start all over again.
In a new report, Institutional Shareholder Services Inc. Iger chairman—and criticized it for doing so— without seeking shareholder input. The report also raised concerns about his compensation. The board's decision to grant Mr. Iger the dual roles is 'an about-face from governance reforms adopted following a highly public 'vote no' campaign at Disney in ,' the report said. The company subsequently adopted corporate-governance guidelines calling for an independent chairman, 'unless the board concludes that the best interest of shareholders would be otherwise better served.
Chief Operating Officer Sheryl Sandberg. The report also questioned Mr. Dolan replaced three directors with four of his friends this week, corporate governance experts, legal experts and investors cringed.
Analysts said it behooved those new directors to take a hard look. Tenet Chairman Edward A. Kangas and two other directors counter that Mr. Nakasone resigned after he was asked to leave because he was disruptive and wasted the board's time.
Repeated efforts to revisit decisions and even 'to argue about the minutes' distracted the board, hurt its efficiency and explains 'why we asked him to step off the board,' Mr.
Did Tenet issue a misleading explanation for the resignation? What is inherently wrong about revisiting past decisions? Should it not be for the Shareholders to decide whether a Director's efforts to protect their interests are "disruptive and wasted the board's time"? Scrushy with 'massive' accounting fraud….
May … and told the director he was going to 'fire' him …. May's efforts to replace certain longtime board members Summers III , a retired president of Coca-Cola of the Southwest, notes he was asked to resign in after 'Jud Alfred "Jud" Schroede r, major shareholder and Chairman of Lancer and I reached an agreement that I wasn't good for the board because I was too independent.
The indictment charged that through 'fraud and outright intimidation, Mr. Lake devised a scheme to loot the company of tens of millions of dollars,' It further contends that the two men forced out board members who objected to executive compensation plans She also complained that management failed to supply board members with sufficient information to make decisions.
Wittig, a Kansan who rose to stardom as an investment banker on Wall Street before returning nearly a decade ago with multinational ambitions for Westar. Wittig's lawyer, said he expected to win the case since most of Mr. Wittig's actions as chief executive were approved by Westar's board.
In , it tapped Wittig to head corporate strategy. Wittig resigned at the end of , after a grand jury had subpoenaed corporate records. He demanded tens of millions in unpaid compensation. Westar balked, commissioning a page internal report that detailed much of the alleged wrongdoing in the indictment.
Perhaps, BODs, if they feared any sting of accountability, would adopt the mantra of "trust, but verify" when dealing with the hired help. Chief Executive Officer David Wittig and another executive guilty of looting the electric utility of millions of dollars. Wittig and Lake have denied the charges, saying that their actions were legal, approved by the company's directors, and disclosed in corporate filings. The three-judge panel ruled that prosecutors presented insufficient evidence to support convictions of former chief executive David Wittig and former executive vice president Douglas Lake , on charges of wire fraud, money laundering, conspiracy and circumvention of internal financial controls.
In reversing the convictions, the appellate court ruled that all the counts hinged on the government's ability to prove that Messrs. Wittig and Lake tried to hide from the Securities and Exchange Commission their personal use of corporate aircraft. However, the panel said, SEC regulations only require the reporting of such activity when it costs the company an amount above a certain threshold.
Because 'the government offered no evidence that the additional cost to Westar of either defendant's personal travel ever exceeded this threshold. The court ruled that the defendants could not be retried on the fraud or money laundering charges, but that they could be retried on the lesser charges of circumvention of internal controls and conspiracy.
The court refused to give the instruction. There was no evidence that the value of personal travel ever exceeded the reporting threshold. With hindsight, one could observe that the prosecutors really blew it! Grasso had the authority to select those who served on the Compensation Committee.
He also regulated most of them. This conflict allowed Grasso to influence directors who might have wanted to pay him less, and to reward directors who would pay him more.
For example, one former Compensation Committee member was confronted by Grasso after he had privately expressed concern to Ashen about a component of Grasso's proposed compensation in The director testified that 'he was a little taken [a]back that there was an ear to the committees And when he's kind of indirectly your supervisor or your regulator, you have to be careful. Grasso , et al. Shapiro tapped Reed to serve on the Monsanto board and Reed, in turn, asked Shapiro to the board of Citicorp, the bank where Reed was chief executive.
Reed said, he impulsively offered the chief executive job to Mr. Reed walked up to Mr. Train, whom he knew as a fellow trustee of the Massachusetts Institute of Technology Thain would have the power to veto other prospective chairmen.
Elson, who teaches corporate governance at the University of Delaware's business school, said. To Sue or Not to Sue? Did the "handpicked" BOD later ratify Reed's impulsive act by its silence? Thain went on to become CEO of Merrill Lynch and, when the bumbling herd stumbled over a cliff into the arms of Bank of America, was terminated. A former telecom executive, he was pushed out of Covad Communication Group shortly after Carly Fiorina named him to the board.
At the time, his allegiance seemed inclined far too much to Fiorina, rather than to HP's investors. If she left tomorrow, I'd resign tomorrow. Some BODs may be so beholden to the CEO that regulators have to put a gun to their collective heads to get them to do what is in Shareholders' best interests.
In a securities filing yesterday, Fannie said its financial statements from through the third quarter 'no longer should be relied upon' because they were prepared with practices that didn't comply with generally accepted accounting principles. Raines , who had carefully cultivated personal relationships with the directors over many years … taking them to dinner at a Four Seasons hotel in Washington on the eve of board meetings.
The directors came to no conclusions about Mr. Raines's fate Thursday, but agreed to hold a formal meeting on Sunday. Directors … still didn't come to a conclusion on whether to force Mr. One idea advanced by Mr. Raines, according to a person close to the discussions, was for him to announce a retirement effective at some later date, which would have created the appearance that he wasn't to blame for the accounting fiasco.
A final decision didn't come until Tuesday, when Mr. Fannie was subsequently placed into a conservatorship where it was forbidden to continue to make political contributions and to conduct lobbying efforts. If you dissent on this board, we'll nail you. If company officials think I violated the law, they can call the cops. Spy on Him ". The report, which relied in part on private telephone records, fingered George Keyworth , a longtime director and former science adviser to President Reagan, as the source of many of the leaks about board deliberations.
A boardroom showdown ensued, during which the board voted to ask Mr. Keyworth to resign, and he refused, saying he was elected by the shareholders. Venture capitalist Tom Perkins , a friend of Mr. Keyworth, quit the board on the spot in anger. Keyworth will not be nominated for re-election to the board at its annual meeting next March.
Dunn said she regularly informed the board of the investigation, but provided few details, at the investigators' request. Keyworth to leave, Mr. Dunn, saying, 'Pattie, you betrayed me. You and I had an agreement we would handle this offline without disclosing the name of the leaker. Dunn says she never had such an agreement. Counsel was explicit the matter needed to go before the full board,' she says. Perkins rose from his seat, slammed his briefcase shut, and said, 'I quit and I'm leaving.
The law requires that when a director resigns, the company has to disclose whether it was the result of a fundamental disagreement. I don't want people to speculate about my health. Perkins had no disagreement with the company, only with Ms. Therefore they decided they had no obligation to file details with the SEC. Instead, the board issued a statement on May 19 that simply said Mr. Perkins had resigned, effective immediately.
Perkins was concerned with the way his resignation was portrayed by the company, however, and subsequently contacted the SEC with his concerns, according to people familiar with the situation. Perkins has also been critical of the investigation, which he suggested involved illegal surveillance. Board members acknowledge some discomfort with the methods used by the private investigator who obtained the phone records, but H-P says it was assured by the investigators that the methods were legal.
Assuming that the BOD provided any hearing of the allegations against George, he could have defended against his removal on the ground that the BOD had acted with "unclean hands" in acquiring its alleged proof. What is the value of the private investigator's assurances? Would anyone expect an admission of illegal activities?
The other message is that Directors are under pressure to conform and keep quiet, or else…. Or, does it mean that he regrets abandoning his friend and fellow Director in in his time of need?
Perkins sent a letter to Hewlett-Packard wherein he set forth his version of the events surrounding his resignation, his follow-up efforts and various allegations of misconduct. Pretexting, or posing as a person in order to obtain private phone or other information about them, is illegal in California. He added that H-P didn't know pretexting would be involved. H-P declined to disclose the name of the private-investigation firm it retained or the 'pretexting' firm that firm employed as a subcontractor.
Keyworth for another term as director. The company is scheduled to hold its next board elections in March The law firm had concluded that the methods used were legal, these board members say.
But the law firm says it made no such conclusion on its own; it simply reported that the private-investigation firm involved and that firm's lawyers claimed their methods were legal. Larry Sonsini, the attorney for H-P's board, yesterday declined to comment. When does a high-powered law firm reasonably rely, in matter crucial to its client, upon the favorable legal opinion of other and, likely, lesser powered law firm of their client's investigator?
For what has the BOD paid? A major issue remains whether and to what extent there is a semblance of due process in the board room before the death penalty is imposed upon a member who is invited, but refuses, to resign.
Sonsini's firm has grown strained. Perkins of discussing internal Hewlett-Packard deliberations with others last month. The lawyer went on to demand that he name those he spoke to and what documents he gave them.
Perkins's response was just as rough. Dinh … accused the law firm of conflicts of interest. He accused the company of 'sanitizing' the minutes of the board meeting in which Mr. He told the company that Mr. Perkins was a victim of possible fraud, identity theft and misappropriation of personal records. Sometimes, CEOs make consensual Directors disappear. Hollinger International … did that late last year. Shareholders like president of hedge fund Providence Capital, Herbert Denton … wanted three of the firms' directors to step down.
ACS Chairman Darwin Deason , a flamboyant entrepreneur who built the company, teamed up with Cerberus Capital Management LP during the buyout frenzy earlier this year to take the company private. But such a bid never materialized, and earlier this week Cerberus pulled its offer, citing turmoil in credit markets.
ACS management along with some of its biggest shareholders, including Oppenheimer Funds, blamed the independent directors for allowing the deal to slip out of their hands -- by refusing to set a vote on the bid before pursuing alternatives.
The directors say they had a duty to look for other potential bidders, given that Cerberus's proposed deal included the participation of ACS's chief insider: The dispute is all the more extraordinary given the close, even cozy, relations Mr. Deason once enjoyed with a number of the independent directors -- Robert B.
Livingston Kosberg, Frank A. Several of them enjoyed business or personal ties with Mr. Deason in past years. The confrontation began Tuesday during a six-hour board meeting, when Mr. Deason demanded the directors resign immediately. He threatened to nominate a new slate of independent directors for election at the next shareholder meeting, in May, if they refused He also said he would issue a news release accusing them of neglecting their duties if they didn't comply by yesterday, these people said.
The directors responded in their own sharply worded letter: Late yesterday, the independent directors filed a lawsuit against Mr. Deason and other ACS executives in Delaware Chancery Court asking for a declaratory judgment that they haven't breached their fiduciary duties.
The resignations came during a closed-door session in which the bloc sought to replace Chief Executive Alan Armstrong , who they felt was ill-suited to lead an independent Williams as it sets out a new course, the people said. Chairman Frank MacInnis was among those who resigned, as were a pair of activist hedge-fund investors, Keith Meister and Eric Mandelblatt , who joined the member board following a public campaign in , the people said. All three had championed the merger with Energy Transfer, which Mr.
Armstrong had opposed and continued to oppose even after it was agreed. The discussion turned to whether Mr. Armstrong was the best person to remain at the helm.
The directors not including Mr. Armstrong were split evenly, with six supporting Mr. Armstrong and six opposed. MacInnis, who had been Williams ' s chairman since , was opposed to Mr. Armstrong remaining as CEO, but resigned largely for personal reasons…. All three had been supportive of the merger. Did the newly departed leave with some benefits? Does one hand wash the other?
Do CEOs and Directors say to one another, in substance, "I won't tell on you to Shareholders , if you don't tell on me"?
A conflict of interests arises when Directors set their own compensation, e. It is just another conflict of interest for which there is no real accountability. Corporate governance watchdogs fret that CEOs use lucrative pay packages to co-opt board members.
Still, that's not bad for a part-time job that requires attending a handful of meetings a year. And because boards seem reluctant to rein in compensation, some critics conclude that the system is irreparably broken. Sinegal of Costco Wholesale pay package seems a throwback to another era, especially when compared with the lavish compensation of Henry R. Sinegal's compensation is skinny, then corpulent is the word that comes to mind when considering the pay bestowed on Mr. Silverman, the chairman and chief executive of Cendant, the travel, real estate and direct marketing concern.
The fear, of course, is that corporate executives, who have oodles to gain from mergers, have too much say about the terms, structure and consummation of the transactions. When management is at the controls, as often seems to be the case, directors are asked mostly to rubber-stamp the deals.
Melican , president of Proxy Governance. Melican, an executive vice president at International Paper from to , was involved in many of that company's mergers.
And because there are going to be shareholder lawsuits, you can pretty much assume you'll be in depositions for many years. Melican said, when executives of the acquired company are promised high-ranking jobs at the combined entity, postmerger. Melican says, boards have to get in early. But hey, that's what being a fiduciary means.
Anyone Tell the Board? Where there is a will, there is a way! CalPERS is "concerned by the timing of a decision in May by PacificCare 's board to boost payout that executives would get if the company was sold.
Typically a board would know whether high-level merger talks had been occurring for months Upon what need for change was it based? What are the odds that the BOD's decision was based upon a "fairness" or consultant's opinion, which issued by someone who was well-paid by Management? Steven Milloy … claimed that Goldman's policies are … designed to advance Mr. He objected to Goldman's gift of , acres in Chile to the Wildlife Conservation Society , calling it a conflict of interest because Mr.
Paulson is chairman of the Nature Conservancy, which works with the society, and has a daughter, Merritt, who sits on the society's board of advisors. Paulson batted away the charges with a simple defense: The board did it, not me. He was not even part of the discussions of the Chilean land deal. Paulson's involvement with the conservancy or his advocacy of environmental causes. No one who makes it into the board room of a place like Goldman is unfamiliar with the time-honored strategy of gaining influence by showing interest in the CEO's interests, be they golf or global warming.
Why wouldn't directors rubber-stamp Mr. There are no studies to prove this, of course. But the society pages hold a clue: It's the CEO who is toasted at benefits and photographed for posterity. How often is the source of the funds -- the pockets of shareholders -- even mentioned? The Free Enterprise Action Fund , a tiny mutual fund with a conservative political bent, says the gift hasn't benefited Chile or Goldman shareholders.
The fund petitioned the Wall Street firm on Friday to have its board review the gift as part of a broader study of Goldman projects supporting environmental causes, and seeks a shareholder vote on the proposal. Treasury Secretary, defended the donation at Goldman's annual meeting on March 31, saying it was something 'Goldman Sachs wanted to do. Paulson's son, Henry Merritt Paulson. At the meeting, Mr.
Paulson said he knew of the deal but recused himself from the decision, leaving it to the board. Paulson's underlying assumption is that whatever Goldman wants is proper. Now the country's most important court for corporate law has raised questions about some deals. I n recent back-to-back opinions, the Delaware Court of Chancery criticized two publicly listed companies that have agreed to sell themselves to private investors. The rulings expressed concern that Topps Co.
The author of both opinions, year-old Vice Chancellor Leo E. Strine faulted the company's board for letting Chief Executive Robert E. Rossiter negotiate the deal with Mr. Icahn on his own. The Delaware court's increased scrutiny of possible conflicts comes amid rising complaints, and more lawsuits, criticizing buyout deals for allegedly enriching corporate executives at the expense of the shareholders.
In the current buyout craze, many buyout firms retain the management by offering rich pay packages and a stake in the newly private entity. These deals are being challenged in the courts by shareholders who allege that they are getting a meager payout for the company. They say boards are accepting deals based on factors other than the best-available price. In addition, shareholders are accusing boards of running into the friendly arms of private-equity buyers to escape activist hedge funds, who are trying to oust them through proxy battles.
In the case of Topps, the New York producer of trading cards, collectibles and candy, shareholders have accused the board of breaching its duties to get the highest price for the company Strine warned in his Topps opinion. Not only do CEOs get theirs, but , when they do wrong, Shareholders foot the bill.
Once again, shareholders are shouldering the costs of unethical behavior they had nothing to do with. Hill and Richard W. Painter, professors at the University of Minnesota Law School. In 'Better Bankers, Better Banks,' they argue for making financial executives personally liable for a portion of any fines and fraud-based judgments a bank enters into, including legal settlements.
Hill said in an interview. If that's the case, bad CEOs are able to hang on to their jobs long after they should be driven out. In a new study titled Pay for Failure: Few of the plans, for example, required that the company's performance be measured against its industry peers.
It's a matter of mutual back-scratching, as another recent study confirmed. The authors are John K. They found that companies paying CEOs excessive amounts also pay directors excessive amounts. Companies that pay too much also tend to perform worse than their peers.
Kozlowski was exceptionally extravagant with company money, Mr. Campriello showed jurors an expense report Mr.
John Fort submitted for his attendance at a single three-day board meeting. Campriello asked 'This is the way we traveled,' Mr. Permitting extravagant expenses is the morale equivalent of bribery. Raines received salary, bonus and other compensation last year However, Fannie Mae is not a person. The Broadcom Corporation … shareholders are being asked to vote on a company proposal to increase by 12 million the number of shares authorized for grants under its stock incentive plan. In addition, a 'yes' vote will expand the types of stock awards that the company can offer executives and employees, as well as grant the compensation committee the right to reprice underwater options at any time.
This objectionable repricing practice removes the risk for executives and employees that outside shareholders incur when their stock falls. Had the proposed plan been in place last year, it would have cost shareholders an amount equal to about 75 percent of the company's revenue, the firm said.
Berman had until 29 February been affiliated with a law firm that served as outside counsel to the Company and had since 1 March been engaged by the Company to render legal, regulatory and other professional services.
Berman was a director of Tyco until December 5, From March 1, through July 31, , Mr. Berman was engaged to render legal and other services. During this period, Tyco compensated Mr. Berman with health benefits, secretarial assistance, a cell phone and electronic security services for his homes. Weingarten said the two clashed over several issues, including the amount of Tyco business sent to Kramer Levin for which Berman received referral fees.
Dennis Kozlowski , Tyco's former chief executive, and were not approved by the board or disclosed in filings with the United States Securities and Exchange Commission. He also has drawn fire from critics for having business ties to Disney in the past while sitting on the board. Those payments ended two years ago amid an outcry from corporate governance experts. Independence of new chairman, who had sided with Eisner, is called into question.
Mitchell, 70, … who has little business experience, said … yesterday that he had no desire to play the corporate strategist, as many chairmen do. Instead, he sees his main job as negotiating among factions of unhappy investors, other board members and Michael D.
Eisner, the chief executive who lost the chairman's title in the wake of a resounding no-confidence vote at the company's shareholder meeting on Wednesday. The relationship between AAS use and depression is inconclusive. There have been anecdotal reports of depression and suicide in teenage steroid users,  but little systematic evidence.
A review found that AAS may both relieve and cause depression, and that cessation or diminished use of AAS may also result in depression, but called for additional studies due to disparate data. Androgens such as testosterone , androstenedione and dihydrotestosterone are required for the development of organs in the male reproductive system , including the seminal vesicles , epididymis , vas deferens , penis and prostate.
The pharmacodynamics of AAS are unlike peptide hormones. However, as fat-soluble hormones, AAS are membrane-permeable and influence the nucleus of cells by direct action.
The pharmacodynamic action of AAS begin when the exogenous hormone penetrates the membrane of the target cell and binds to an androgen receptor AR located in the cytoplasm of that cell. From there, the compound hormone-receptor diffuses into the nucleus, where it either alters the expression of genes  or activates processes that send signals to other parts of the cell.
The effect of AAS on muscle mass is caused in at least two ways: It has been hypothesized that this reduction in muscle breakdown may occur through AAS inhibiting the action of other steroid hormones called glucocorticoids that promote the breakdown of muscles.
As their name suggests, AAS have two different, but overlapping, types of effects: Some examples of the anabolic effects of these hormones are increased protein synthesis from amino acids , increased appetite, increased bone remodeling and growth, and stimulation of bone marrow , which increases the production of red blood cells.
Through a number of mechanisms AAS stimulate the formation of muscle cells and hence cause an increase in the size of skeletal muscles , leading to increased strength. The androgenic effects of AAS are numerous.
Depending on the length of use, the side effects of the steroid can be irreversible. Processes affected include pubertal growth, sebaceous gland oil production, and sexuality especially in fetal development. Some examples of virilizing effects are growth of the clitoris in females and the penis in male children the adult penis size does not change due to steroids [ medical citation needed ] , increased vocal cord size, increased libido , suppression of natural sex hormones , and impaired production of sperm.
Men may develop an enlargement of breast tissue, known as gynecomastia, testicular atrophy, and a reduced sperm count. Compounds with a high ratio of androgenic to an anabolic effects are the drug of choice in androgen-replacement therapy e. This disassociation is less marked in humans, where all AAS have significant androgenic effects. A commonly used protocol for determining the androgenic: The VP weight is an indicator of the androgenic effect, while the LA weight is an indicator of the anabolic effect.
Two or more batches of rats are castrated and given no treatment and respectively some AAS of interest. Animal studies also found that fat mass was reduced, but most studies in humans failed to elucidate significant fat mass decrements. The effects on lean body mass have been shown to be dose-dependent. Both muscle hypertrophy and the formation of new muscle fibers have been observed. The hydration of lean mass remains unaffected by AAS use, although small increments of blood volume cannot be ruled out.
The upper region of the body thorax, neck, shoulders, and upper arm seems to be more susceptible for AAS than other body regions because of predominance of ARs in the upper body. After drug withdrawal, the effects fade away slowly, but may persist for more than 6—12 weeks after cessation of AAS use.
Overall, the exercise where the most significant improvements were observed is the bench press. The measurement of the dissociation between anabolic and androgenic effects among AAS is based largely on a simple although arguably unsophisticated and outdated model involving rat tissue bioassays. The intracellular metabolism theory explains how and why remarkable dissociation between anabolic and androgenic effects can occur despite the fact that these effects are mediated through the same signaling receptor, and of course why dissociation is invariably incomplete.
An animal study found that two different kinds of androgen response elements could differentially respond to testosterone and DHT upon activation of the AR. Changes in endogenous testosterone levels may also contribute to differences in myotrophic—androgenic ratio between testosterone and synthetic AAS. Testosterone can be metabolized by aromatase into estradiol , and many other AAS can be metabolized into their corresponding estrogenic metabolites as well.
The major effect of estrogenicity is gynecomastia woman-like breasts. AAS are androstane or estrane steroids. As well as others such as 1-dehydrogenation e. The most commonly employed human physiological specimen for detecting AAS usage is urine, although both blood and hair have been investigated for this purpose. The AAS, whether of endogenous or exogenous origin, are subject to extensive hepatic biotransformation by a variety of enzymatic pathways.
The primary urinary metabolites may be detectable for up to 30 days after the last use, depending on the specific agent, dose and route of administration. A number of the drugs have common metabolic pathways, and their excretion profiles may overlap those of the endogenous steroids, making interpretation of testing results a very significant challenge to the analytical chemist. Methods for detection of the substances or their excretion products in urine specimens usually involve gas chromatography—mass spectrometry or liquid chromatography-mass spectrometry.
The use of gonadal steroids pre-dates their identification and isolation. Medical use of testicle extract began in the late 19th century while its effects on strength were still being studied.
In the s, it was already known that the testes contain a more powerful androgen than androstenone , and three groups of scientists, funded by competing pharmaceutical companies in the Netherlands, Germany, and Switzerland, raced to isolate it. The chemical synthesis of testosterone was achieved in August that year, when Butenandt and G. Wettstein, announced a patent application in a paper "On the Artificial Preparation of the Testicular Hormone Testosterone Androstenoneol.
Clinical trials on humans, involving either oral doses of methyltestosterone or injections of testosterone propionate , began as early as Kennedy was administered steroids both before and during his presidency. The development of muscle-building properties of testosterone was pursued in the s, in the Soviet Union and in Eastern Bloc countries such as East Germany, where steroid programs were used to enhance the performance of Olympic and other amateur weight lifters.
In response to the success of Russian weightlifters, the U. The new steroid was approved for use in the U. It was most commonly administered to burn victims and the elderly.
The drug's off-label users were mostly bodybuilders and weight lifters. Although Ziegler prescribed only small doses to athletes, he soon discovered that those having abused Dianabol suffered from enlarged prostates and atrophied testes. Three major ideas governed modifications of testosterone into a multitude of AAS: Androgens were discovered in the s and were characterized as having effects described as androgenic i.
Although anabolic steroid was originally intended to specifically describe testosterone-derived steroids with a marked dissociation of anabolic and androgenic effect, it is applied today indiscriminately to all steroids with AR agonism-based anabolic effects regardless of their androgenic potency, including even non-synthetic steroids like testosterone itself.
The legal status of AAS varies from country to country: Unlawful distribution or possession with intent to distribute AAS as a first offense is punished by up to ten years in prison. Those guilty of buying or selling AAS in Canada can be imprisoned for up to 18 months.
In Canada, researchers have concluded that steroid use among student athletes is extremely widespread. A study conducted in by the Canadian Centre for Drug-Free Sport found that nearly 83, Canadians between the ages of 11 and 18 use steroids. AAS are readily available without a prescription in some countries such as Mexico and Thailand. The history of the U. The same act also introduced more stringent controls with higher criminal penalties for offenses involving the illegal distribution of AAS and human growth hormone.
By the early s, after AAS were scheduled in the U. In the Controlled Substances Act, AAS are defined to be any drug or hormonal substance chemically and pharmacologically related to testosterone other than estrogens , progestins , and corticosteroids that promote muscle growth. The act was amended by the Anabolic Steroid Control Act of , which added prohormones to the list of controlled substances , with effect from January 20, In the United Kingdom, AAS are classified as class C drugs for their illegal abuse potential, which puts them in the same class as benzodiazepines.
Part 1 drugs are subject to full import and export controls with possession being an offence without an appropriate prescription. There is no restriction on the possession when it is part of a medicinal product.
Part 2 drugs require a Home Office licence for importation and export unless the substance is in the form of a medicinal product and is for self-administration by a person. Many other countries have similar legislation prohibiting AAS in sports including Denmark,  France,  the Netherlands  and Sweden.
United States federal law enforcement officials have expressed concern about AAS use by police officers. It's not that we set out to target cops, but when we're in the middle of an active investigation into steroids, there have been quite a few cases that have led back to police officers," says Lawrence Payne, a spokesman for the United States Drug Enforcement Administration.
Following the murder-suicide of Chris Benoit in , the Oversight and Government Reform Committee investigated steroid usage in the wrestling industry. The documents stated that 75 wrestlers—roughly 40 percent—had tested positive for drug use since , most commonly for steroids. AAS are frequently produced in pharmaceutical laboratories, but, in nations where stricter laws are present, they are also produced in small home-made underground laboratories, usually from raw substances imported from abroad.
As with most significant smuggling operations, organized crime is involved. In the late s, the worldwide trade in illicit AAS increased significantly, and authorities announced record captures on three continents.
In , Finnish authorities announced a record seizure of A year later, the DEA seized In the first three months of , Australian customs reported a record seizures of AAS shipments. Illegal AAS are sometimes sold at gyms and competitions, and through the mail, but may also be obtained through pharmacists, veterinarians, and physicians.
AAS, alone and in combination with progestogens , have been studied as potential male hormonal contraceptives. From Wikipedia, the free encyclopedia. This article is about androgens as medications. For androgens as natural hormones, see Androgen. Ergogenic use of anabolic steroids. Use of performance-enhancing drugs in sport. Illegal trade in anabolic steroids. Pharmacy and Pharmacology portal. British Journal of Pharmacology.
Houglum J, Harrelson GL, eds. Principles of Pharmacology for Athletic Trainers 2nd ed. The Nutrisystem seemed a program I could follow, so I joined. In 3 weeks, I have lost over 20 , although hungry, my physical condition is improving, and my leg swelling has almost returned to normal. I will continue to reach a goal of , and hopefully, beyond for the remainder of my life. Thank you so much for your review and sharing your story.
We are so happy to hear how well the program is working for you. Remember to use those unlimited non-starchy veggies. They can be a big help with hunger especially in your first couple weeks on the plan.
You can also reach out to a counselor at press option two. They would be happy to go over more tips if needed. Please let us know if there is anything else we can do for you. Hope you have a wonderful day and congrats on your weight loss! Tomorrow is my last day on turbo take off. I was advised earlier this week to call back toward the end of my first week to speak with a counselor. If I could speak with William every time I called that would be fantastic. Thank you so much for your review.
We are so happy to hear you were pleased with your experience when speaking with William. Hope you have a wonderful day and welcome to the program! I would like to say for the first couple of days I found this a bit difficult but only because it was such a lifestyle change for me. Now I love it. I have lost 7. No longer on blood pressure pills and I have more energy.
Thank you so much for making my life happier. Thanks so much for sharing your review with us today. Congratulations on your success so far on the plan! We're happy to hear that you are finding the plan easy to follow. If you ever have any questions, please let us know. The most important thing for me is that it is working. On the road to lose 80 lbs. I've lost 28 after only 6 weeks. The food is not fine dining but it is good enough and with enough variety to not be boring.
Some of the food is quite tasty and others only rate around good but, for me, that is not the point. The point is that now most of the time I am not hungry and I am losing weight without having to make major alterations to my life.
Surely, there are times when I just want to get a pizza delivered and munch out but Nutrisystem provides ways to deal with that. I'm not going to blow smoke, some self-control will be required. The few times I have some real cravings, I just pull up the weight chart and see that nice downward trend of weight and remind myself why I am doing this.
The quick start program, for me, was the most difficult portion to get through but it surely did as it described. My weight loss started quickly and tapered a bit, as expected, once I got on the regular weekly plan. I am still losing around 3 to 4 lbs a week which might be a little atypical but I'm not complaining.
This meal plan was exactly what I needed. Previously I ate healthy but I just ate too much. Comparing then to now, I realized I was eating roughly double what I should have been. So not only has this plan allowed me to lose weight but it has provided me with an idea of what meal sizes should be if I ever decide to stop with Nutrisystem.
I personally think the frozen meals are a very good add-on as they provide more variety and tend to be a bit more tasty and satisfying. I really do appreciate that this program exists. I just turned 50 not too long ago and was starting to have more concerns about my weight which has always been above 'normal'.
Nutrisystem not only seems to be dealing with my weight but it also helped me ease my mind about my future health. I'm also a workaholic which means that previous diets I tried had, what I feel was, a significant impact on my lifestyle. Which is probably the main reason they all failed.
Nutrisystem is very simple. Take their base plan, modify the meal times to fit your current schedule, keep the intervals between meals roughly the same, and in no time it just becomes part of your day. The food for the most part is portable as well which is rather convenient. Again, Thank You for providing this product. Before I was skeptical about ever seeing what I consider a healthy weight but this product and changed that skepticism into hope and has provided exactly what the proverbial doctor ordered.
Plastic found in a dinner entree. It was very nice to see! I can't remember when this happened, maybe weeks ago. I thought the response took longer than it should have. Really tho', I've had great customer service every time I needed them. Wait times when phoning are awful. I am very happy with the 30 pounds that I have lost. I love your food and do not want to totally stop my program. I am working with adjusting to everyday food lifestyle. But yet, I do not want to give up my program.
I believe this will keep me on track with keeping my weight under control. Thank you for my delays in my order. I tried Nutrisystem and found out I am allergic. I tried returning the items as they indicated there was a full refund policy, and they told me I couldn't.
I called over seven times during the next 30 days and they were not cooperative or helpful at all. I got transferred around many times, and never had any help at all. I ended up moving, and canceled my card. Two months after that they tried charging my credit card and claim they shipped product, which I didn't order.
I never received product because I had moved. Very poor customer service! They try and snag you in and force you to keep buying, even if you don't like the product and even if you are allergic to it! I have told a lot of people about this horrifying experience and they are all appalled and said there are much better programs out there! We are sorry to hear that you are unable to eat our food and we apologize for the poor service you've received.
We will be looking into this and reaching out soon. I have spoken with Chanta in her role as counselor. I was impressed with the interest and patience she posses. I am now able to form a more comprehensive plan moving forward with my required personal participation with the Nutrisystem to reach my weight loss goal. I am enthusiastically encouraged with my decision to take on this venture for my future.
We are so happy to hear that Chanta was able to help you gain a better understanding of the program! For more information about reviews on ConsumerAffairs.
My NuMi bottle issue was already taken care of. He therefore missed the window to order the bottle in time for the 2nd month shipment. We would like to have it delivered with the order that is coming up for the 3rd month - we get auto delivery, so it is already set up. We are happy to hear that your water bottle issue has been handled but are sad to hear that your husband is still having issues. We will be assigning this to a member of the Consumer Experience Team who will be reaching out soon.
I am very disappointed with the food. Most of it tastes the same to me and actually upsets my stomach. I did not realize I only had two weeks to cancel and much of that was mostly drinks. Then you keep trying different food thinking something will be edible. I know there is plenty of fine print in contracts that should be read.
I do not recall being verbally told about these conditions. This was a lesson that left a very bad taste in my mouth. We are sorry that the foods upset your stomach and that you were unaware of the auto-delivery nature of the program. Not clear when I ordered that it would be on automatic order. Food is not good, not good instructions, dinners were bland. Too many entrees with spicy tomato sauce and cheese, dinners are bland. Shakes made me sick. Emails were only to sell more.
Thank you for writing this review. We are sad to hear the foods were not to your liking and that the deliveries would be automatic. We will be looking into your account and reaching out soon. This is a follow-up to the review I posted on September 5. Soon after I posted my first review, a rep from Nutrisystem contacted me via email.
The email was courteous, professional, and apologetic for the experience I had. The rep went on to offer replacement of the damaged food items I had received and encouraged me to give their company another try. In light of this swift response and their sincere desire to ensure that I was happy with their product and service, I am revising my review.
I accepted a ready-made menu that containing some items that I did not enjoy. In the future, I will make a point to select food items that I now know to be more to my liking than others.