The Pursuit of Balanced Income An Economic Perspective on Wealth

The purpose of this thesis is to determine if households with moderate incomes have the opportunity to acquire pecuniary wealth. In an environment of increasing globalization, labor-eliminating technology, and an overburdened entitlement system, the position of wealth is necessary for households with a penchant for early retirement and particularly for those that will inevitably succumb to involuntary retirement. In these writings, qualitative and quantitative descriptions of wealth are offered; two microeconomic metrics are introduced to identify baseline wealth and to gauge proximity to this value; and strategies are devised to close the gap between these metrics. The construct of the economic intertemporal household budget was used as the basis for this research whereby conventional measures of wealth, i.e. net worth and liquid net worth, have been coupled with historical and empirical household data to define and extrapolate wealth and wealth proximity metrics. The major finding is wealth is a dynamic variable contingent upon consumption level rather than income or saving levels. And because households exercise a greater degree of autonomy over consumption, moderate earners are afforded the same opportunities as high earners. The position of wealth is necessary because it sustains consumption in the event of an unwelcomed retirement and it can assuage reliance on entitlement programs. For the majority of households, wealth is a matter of choice.

The Future Direction of Delaware Law (Including a Brief Exegesis on Fee Shifting Bylaws)

Delaware sets the governance standards for most public companies. The ability to attract corporations could not be explained solely by the existence of a favorable statutory regime. Delaware was not invariably the first or the only state to implement management friendly provisions. Given the interpretive gaps in the statute and the critical importance of the common law in the governance process, courts played an outsized role in setting legal standards. The management friendly nature of the Delaware courts contributed significantly to the state’s attraction to public corporations. A current example of a management friendly trend in the case law had seen the recent decisions setting out the board’s authority to adopt bylaws under Section 109 of the Delaware General Corporation Law (DGCL), particularly those involving the shifting of fees in litigation against the corporation or its directors. The DGCL allows bylaws that address “the business of the corporation, the conduct of its affairs, and its rights or powers or the rights or powers of its stockholders, directors, officers or employees.” The broad parameters are, however, subject to limits. Bylaws cannot be inconsistent with the certificate of incorporation or “the law.” Law includes the common law. The Delaware courts have used the limitations imposed by “the law” to severely restrict the reach of shareholder inspired bylaws. The courts have not used the same principles to impose similar restraints on bylaws adopted by the board of directors. This can be seen with respect to bylaws that restrict or even eliminate the right of shareholders to bring actions against management and the corporation. In ATP Tour, Inc. v. Deutscher Tennis Bund the court approved a fee shifting bylaw that had littl relationship to the internal affairs of the corporation. The decision upheld the bylaw as facially valid.The decision ignored a number of obvious legal infirmities. Among other things, the decision did not adequately address the requirement in Section 109(b) that bylaws be consistent with “the law.” The decision obliquely acknowledged that the provisions would “by their nature, deter litigation” but otherwise made no effort to assess the impact of this deterrence on shareholders causes of action. The provision in fact had the practical effect of restricting, if not eliminating, litigation rights granted by the DGCL and the common law. Perhaps most significantly, however, the bylaws significantly limited common law rights of shareholders to bring actions against the corporation and the board. Given the high dismissal rates for these actions, fee shifting bylaws imposed a meaningful risk of liability on plaintiffs. Moreover, because judgments in derivative suits were paid to the corporation, shareholders serving as plaintiffs confronted the risk of liability without any offsetting direct benefit. By preventing suits in this area, the bylaw effectively insulated the behavior of boards from legal challenge. The ATP decision was poorly reasoned and overstepped acceptable boundaries. The management friendly decision threatened the preeminent role of Delaware in the development of corporate law. The decision raised the specter of federal intervention and the potential for meaningful competition from the states. Because the opinion examined the bylaw in the context of non-stock companies, the reasoning may remain applicable only to those entities and never make the leap to for-profit stock corporations. Nonetheless, the analysis reflects a management friendly approach that does not adequately take into account the impact of the provision on the rights of shareholders.

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.

Consumer Driven Health Care: An Examination of the Disadvantages to Low Income Employees

As health care costs for companies continue to rise, more organizations are considering a consumer driven health plan option with the goal to engage employees so that they make better health care decisions. Although consumer driven health plan options present advantages to the employer and some employee groups, low income employees are negatively impacted by this option. Two major disadvantages include missed care and out of pocket obligations. This capstone reviews the current literature on consumer driven health care and discusses the disadvantages to low income employees. It also provides strategies and recommendations to employers who are considering a consumer driven health option plan to minimize the disadvantages to low income employees.