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Table 1

 Patterns of post-discharge opioid use across different surgical procedures. Values are proportions (%) with exact 95% binomial confidence intervals

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Table 2 presents the proportion of participants with prolonged opioid use after discharge, according to their perioperative characteristics. Supplementary table 1 presents the bivariate comparisons of those who did or did not develop prolonged opioid use. In unadjusted analyses, those who developed prolonged opioid use were more likely to reside in lower income neighbourhoods and to have specific preoperative comorbidities or to use specific drugs (table 3 ). Following multivariable risk adjustment, several patient characteristics had statistically significant associations with prolonged opioid use (table 3). They included younger age, lower fifth of neighbourhood income, specific comorbidities (diabetes, heart failure, pulmonary disease), and use of specific drugs preoperatively (benzodiazepines, SSRIs, ACE inhibitors). Surgical procedure was also an important determinant of prolonged opioid use (table 3). Compared with open radical prostatectomies, open and minimally invasive intrathoracic procedures were associated with higher risks of prolonged opioid use (odds ratio 2.58, 95% confidence interval 2.03 to 3.28 and 1.95, 1.36 to 2.78, respectively). Conversely, hysterectomies (open and minimally invasive) and minimally invasive radical prostatectomies were associated with lower risks of prolonged opioid use. Our results were unchanged when the analyses were repeated among patients who survived until 180 days after surgery (see supplementary table 2).

Table 2

 Proportions of patients with prolonged post-discharge opioid use, according to perioperative characteristics

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Table 3

 Adjusted associations of patient level and surgery level factors with prolonged post-discharge opioid use*

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Although almost 50% of patients who had never previously used opioids were discharged from hospital with an opioid prescription after major elective surgery, 3.1% continued to be prescribed opioids for more than three months after surgery. We identified several factors associated with development of prolonged opioid use, especially surgery type, with open intrathoracic procedures having a 2.5-fold higher risk and minimally invasive intrathoracic procedures having a 1.95-fold higher risk. Other risk factors for prolonged opioid use included younger age, lower socioeconomic status, diabetes, heart failure, pulmonary disease, and use of specific drugs preoperatively (benzodiazepines, selective serotonin reuptake inhibitors (SSRIs), ACE (angiotensin converting enzyme) inhibitors).

A key finding of our study is that only 1 in 30 patients exposed to opioids after major surgery continued to use them for more than three months. Given the types of surgical procedures included in this study, it can be reasonably assumed that all of these patients had been exposed to opioids during their in-hospital stay. The 3.1% risk of prolonged opioid use is relatively low; indeed, it is lower than the proportion of patients reported to be using opioids at one year after low risk surgery (7.7%). 7 The discrepancy in reported risks is possibly explained by differing methodologies. Specifically, long term opioid use was defined in the previous study as any opioid prescription within 305 to 425 days after surgery, regardless of whether opioids were prescribed during the intervening postoperative period. Indeed, 90% of such long term users had not been prescribed opioids immediately after surgery. In contrast, prolonged opioid use was more strictly defined in our present study as any opioid prescription within 1 to 90 days after surgery, and any opioid prescription within 91 to 180 days after surgery. Patients can therefore be reassured that when people receive opioids appropriately to treat acute pain after major surgery, the majority do not experience prolonged use. Our findings therefore help inform patients’ and clinicians’ understanding of the risks of prolonged opioid use after major surgery, especially since patients’ understandable fears about opioid dependence may be an important barrier to achieving adequate acute postsurgical pain relief.

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| Sep 25, 2015 | Uncertificated Shares

Although the public markets ditched paper certificates a long time ago, they didn’t just replace them with “electronic certificates.” Rather, public companies now rely on a much better solution, and there’s no reason why private companies can’t follow their example.

For too long, the dynamics of private stock ownership have remained relatively unchanged and rudimentary. Private companies issue some sort of stock certificate that serves as an official record of ownership, and lawyers handle the mechanics of sales, transfers, etc. Lately, things have progressed a little for private companies with the introduction of e-certificates, but public markets have already come up with an even better solution.

So rather than just moving paper stock certificates to the cloud, why not build a solution modeled after the most efficient market system in the world?

The Public Market’s Solution: Get Rid of Stock Certificates Entirely

As it is, most companies rely on an outdated system of issuing stock certificates as the official record of stock ownership. But do you really need something that looks like this to certify your ownership of stock?

Turns out you don’t. The requirements for issuing legally recognized stock aren’t actually that hard to satisfy, and it shouldn’t really cost anything.

Direct Registration: The Replacement for Certificates

The public markets mostly abandoned certificates decades ago in favor of the Direct Registration System (DRS), which “allows you to have your security registered in your name on the books of the issuer without the need for a physical certificate to serve as evidence of your ownership.” (). In other words, the DRS is basically just a ledger of who owns what that is maintained by the issuing company or by the company’s transfer agent.

What a concept! No fancy certificates needed – digital or otherwise. It’s just basic bookkeeping.

If you sell your shares in IBM, the transfer agent’s electronic ledger simply gets updated to reflect the fact that you sold some number of shares to a buyer, who is now the recorded owner on the transfer agent’s books. (In reality, the mechanics of a sale are complicated by brokers, custodians, clearing houses, regulators, etc. But the point is that everything is done electronically and with precision.)

Can Private Companies Do the Same?

Can’t private companies do something similar? Instead of issuing certificates to everyone, can’t they just record everything in a ledger?

The answer is yes.

Every state has their own laws, but in Delaware (where most startups are incorporated) the law provides for something called “uncertificated” shares:

So essentially, the board just has to make a resolution that all shares going forward will be uncertificated. Any shares previously issued as certificates can become uncertificated by simply handing them back over to the company and issuing uncertificated shares in their place. As we mentioned in another recent article, Original shoebox Vapormax 97 OG X Undftd Mens Womens Black Speed vapormax Hybrid Running Shoes Sneakers Sports Shoes size36 46 cheapest price online online cheap authentic sale best store to get free shipping really the best store to get IM2A2RNc0X

The Benefits of Uncertificated Shares

But what exactly does it mean for a company to issue “uncertificated” shares? And what are the benefits?

1) No More Certificate Hassle

First of all, you can ditch all forms of stock certificates along with the need to get signatures from the recipients for proof of receipt . Instead, you can simply email the shareholder a written notice that contains all the relevant info pertaining to the issuance and the company, as well as a clearly conspicuous way for the shareholder to request more information if desired. Then all you need is an accurate way to keep track of all the shares that have been issued.

Really? You don’t need to send around certificates and get signatures from every single shareholder? And you can have all official records of ownership organized and accessible from one source?


As an aside, even though you technically don’t need to get formal signatures from shareholders, it’s probably still a good idea to at least get some form of acknowledgement from each person. That way you cover all your bases and greatly reduce the probability of disputes. This process can be drastically simplified through an online platform.

2) Switching Over is Easy

What’s also great is that you can change to uncertificated shares going forward without having to do any additional work for existing certificates. While it may be worthwhile to have everyone turn in their old certificates in exchange for uncertificated shares, it’s not a requirement. So if you don’t want to track everyone down, you don’t have to. You can just keep track of existing certificates alongside uncertificated shares within the same system.

3) Empowers Companies to Act As Their Own Transfer Agent

Shareholders can no longer just sell or transfer their certificates without the company’s knowledge. Because there are no physical certificates, the company’s ledger is the official representation of all shares outstanding, so in order to execute a legal transaction, shareholders are forced to engage the company in a formal process that can be executed and recorded properly.

This makes it easy for companies to act as their own transfer agents. There’s no need to pay fees for someone else to handle this.

4) Manage With Software

With uncertificated shares, every transaction can be easily recorded, documented, and verified in an electronic and indisputable manner. And every shareholder can have access to this information according to their information rights.

Theoretically this could all be accomplished with a spreadsheet , but that’s a terrible practice . Public companies could just use spreadsheets too, but obviously that would not meet standards for security, accuracy, speed, accessibility and so forth. You’re better off using a system designed specifically for tracking stock issuances in a ledger-based form.

How to Make the Switch

Given the simplicity and ease of this approach, why doesn’t every private company use it? We did some research, and we couldn’t find any good reason not to.

Think about your bank account – it is not a safety deposit box with physical dollar bills in it. And you don’t ever request ornate PDF copies of dollar bills. Your account’s balance is simply represented by a number on an electronic ledger. Most people even opt out of monthly paper statements to help save the environment.

Private companies need to make a similar paradigm shift.It’s time to do away with certificates completely!So how does a company go about issuing uncertificated shares? It’s actually pretty easy.

Issuing uncertificated shares generally involves three steps:

And that’s about all you need to do. Orrick has provided a library of sample legal documents that contains all the language you’d need to start issuing uncertificated shares. But again, consult an attorney before taking any legal action .

Are there situations where you might want a physical certificate? In rare circumstances, yes. But in any situation where a physical certificate is needed, the shareholder can simply request one from the company.Also, most sophisticated online equity systems offer other simple solutions to this problem and many other potential pitfalls of going all electronic . A few institutions, like banks and some VCs, will be late adopters. But we don’t need to set the standard based on these edge cases. The uncertificated system is more efficient while still offering provisions for other modes of ownership representation.


We no longer need a fancy looking physical or electronic document that represents ownership. What we need is an efficient way to issue and keep track of shares so that all shareholders have access to the right information about their holdings at any time.

The public markets have been doing this for a while. It’s about time that private companies adopt a similar approach.

If you are ready to move over, we have prepared a step-by-step implementation guide that will walk you through the process of getting ready to issue electronic stock in your company. Click on the link below to get the guide.

The shares of a corporation shall be represented by certificates, provided that the board of directors of the corporation may provide by resolution or resolutions that some or all of any […] of its stock shall be uncertificated shares .

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