Staying in the Delaware Corporate Governance Lane: Fee Shifting Bylaws and a Legislative Reaffirmation of the Rules of the Road

The Delaware legislature has taken steps towards the adoption of amendments to the Delaware General Corporation Law (DGCL) that would prohibit fee shifting provisions in the articles and bylaws. The language in the legislative proposal, however, addresses fee shifting provisions only in the context of "internal corporate claims." Some have raised concerns that this language would allow for fee shifting provisions that applied to other types of actions, including at least some cases brought under the securities laws. This piece suggests that in fact the Delaware General Corporation Law already prohibits the adoption of bylaws and certificate provisions that apply to causes of action unrelated to internal corporate claims. As a result, there was no reason for the Delaware legislature to expressly bar fee shifting provisions in these types of actions.

Women and Performance in Corporate America

Women and Performance in Corporate America The glass ceiling has been shattered. Women like Indra Nooyi, the CEO of PepsiCo.; Angela Braly, the CEO of Wellpoint; and Patricia Woertz, the CEO of Archer Daniels Midland, are proof that women can achieve top leadership positions in corporate America. However, the scarcity of female leaders occupying the top ranks of corporate America, and the significant wage gap between men and women, suggest that there are significant complications along the path toward success for women in the corporate world.The data show that a disproportionately small number of women are making it to top leadership positions in corporate America. According to the US Department of Labor, in 2007 women accounted for 46% of the total work force, and 51 % of all workers in management, professional, and related occupations. Women outnumbered men in occupations including financial managers, human resource managers, education administrators, medical and health service managers, accountants and auditors, budget analysts, and property, real estate, and social and community association managers (US Department of Labor, 2007). However, women hold only 15.2% of board director positions, 15.7% of corporate officer positions, and 6.2% of top earner positions (Catalyst, 2009b). Additionally, according to a 2008 Corporate Library survey, only 2.6% of Fortune 500 companies currently have female CEOs (as cited in Jones, 2009).The data also show that women earn less than men in the work force. The US Department of Labor found that women working full time in 2007 made only 80% of the salaries of men (US Department of Labor, 2008). Studies designed to control for factors other than gender have not been able to account for the wage gap between men and women (Eagly & Carli, 2007, US Government Accountability Office, 2003). Even among CEO's of fortune 500 companies, female CEO's make only 85% of the salaries of male CEO's (Jones, 2009).

Clinical Implications for Working with Gay Men A Self Psychological Treatment Approach.

Specific training for conducting psychotherapy with gay men is limited for psychologists, particularly when using a Self Psychology theoretical orientation (Robertson, 1996). In fact, psychologists often are faced with conflicting and contradictory points of view that mirror society's condemnation of homosexuality (Robertson, 1996). This paper is written from a self-psychological perspective to address the lack of a constructive body of literature that explains the unique treatment needs which impact gay men. Estimates of the prevalence of male homosexuality have generated considerable debate. A common assumption is that there are homosexual and non-homosexual men. However, scientists have long been aware that sexual responsiveness to others of the same sex, like most human traits, is continuously distributed in the population (Michaels, 1996). Still the presumption exists that such traits are stable within each man over time (Michaels, 1996). Conflating same-sex sexual experiences with a categorization of the man as homosexual is problematic, in that defining sexuality solely on the basis of experience excludes people who fantasize about sex with others of the same sex but never have sexual contact. Thus, most modern conceptions of sexual orientation consider personal identification, sexual behavior, and sexual fantasy (McWhirter, Sanders & Reinisch, 1990). Gay men's mental health can only be understood in the context of homosexuality throughout history, since religious and moral objections to sexual attraction between men have existed for centuries. Men who desired other men were regarded as sinful and depraved if not ill or abnormal, and same sex contacts were not distinguished from lewd behaviors (Weeks, 1989). Although most people, regardless of sexual orientation, have experienced some feelings of personal rejection, rarely do heterosexuals become targets for disapproval based on the nature of their attractions and behaviors relative to the same and to the other sex. For lesbians, bisexuals, and gay men, however, homosexuality becomes the focus of aspects of themselves that make them feel hated and hateful (Isay, 1989). While gay men and lesbians are often considered together because of the same-sex nature of their relationships and the similar issues that they may experience in their treatment within society, there are many issues where they might be best studied separately. Issues involving with health, parenthood, sexuality and perceived roles and status in society, for example, are often related more to gender than to any shared concept of a 'gay and lesbian community'. Many issues surrounding lesbians and lesbian culture will have more to do with women's issues, and some issues involving with gay men will have more to do with the gay male subculture and with masculinity. The author of this paper has limited experience in working with lesbian and bisexual individuals, and although it is likely that some of the concepts articulated in this paper could translate to working with lesbian and bisexual individuals, further research is indicated to examine the beneficence of utilizing a Self Psychological orientation in psychotherapy with lesbian women and bisexual individuals. This paper presents an overview of the literature including historical treatments of homosexuality, the history of Self Psychology, key principles in Self Psychology, research on Self Psychology, identity development models for gay men, and Self Psychological perspectives on identity development related to gay men. The literature review is followed by a section on treatment implications for psychologists seeking to treat gay men, including case vignettes based on work from my own practice. I have preserved the anonymity of clients by changing demographics, and rearranging and combining presenting issues and historical backgrounds among the case examples.