Film Screening: ‘The Barber of Birmingham’

Time: 6 PM – 7:30 PM | Location: Page Library, Room #100 | RSVP via Facebook: https://www.facebook.com/events/1562714160720394/ Synopsis: In this 2012 Oscar-nominated short film, Alabama barber and civil rights veteran James Armstrong experiences the fulfillment of an unimaginable dream: the election of the first African-American president. An Official Selection of the 2011 Sundance Film Festival. Produced in association with American Documentary | POV. A co-presentation with the National Black Programming Consortia.

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.

Comment Letter: The NYSE and the End of the Structural Separation between Regulatory and Commercial Interests of the Exchange

The NYSE transformed into a for profit entity in 2006. As part of the approval process, the NYSE agreed to structurally separate the regulatory function from the business function. In doing so, the NYSE created NYSE Regulation, a non-profit with an independent board, to handle most regulatory matters. During the comment period, a spirited debate arose over the ability of a for profit company to carry out a regulatory mission. Some suggested that the regulatory function was incompatible with a "for profit" motive and that NYSE Regulation should be spun off. Others accepted the proposed structure but called for additional changes designed to reduce the possible influence of the public holding company over the regulatory function. In the end, the SEC approved the structure but with a number of prophylactic safeguards including the requirement that NYSE Regulation have a board consisting of all independent directors (save the CEO) and that directors from the for profit holding company could not make up a majority of the board. More recently, however, the NYSE has proposed to end the structural separation of the two functions and instead put in place a functional separation. The proposal would result in the termination of the delegation agreement between the Exchange and NYSE Regulation and the creation of both a Regulatory Oversight Committee of the Board of Directors of the Exchange and the creation of a Chief Regulatory Officer. This letter examines the history of the separation of the two functions and critiques the NYSE's proposal.

Records of the Society for the Promotion of Theological Education at Harvard University, 1788-1853 (inclusive), 1816-1853 (bulk)

Includes minutes and other records, 1816-1829, of the trustees of the Society and other correspondence relating to the founding of the Society; treasurer's reports, 1843-1844, of J.G. Palfrey; lists of beneficiaries, 1824- 1830; and subscription receipts, 1819-1823. Also records regarding subscriptions for a professorship, 1828, an extract from the will of J.D. Williams, and legal matters. For more detailed information about records, see Harvard Archives LOCATION below.

Uttar Pradesh, India, 1777 (Image 1 of 4) (Raster Image)

This layer is a georeferenced raster image of the historic paper map entitled: A map of the provinces of Delhi, Agrah, Oude, and Ellahabad : comprehending the countries lying between Delhi, and the Bengal Provinces, surveyed by Major James Rennell, Surveyor General to the Honourable East-India Company, and published by order of the court of directors of said company by Andrew Dury ; Wm. Haydon sculpt. It was published by Andrew Dury, Duke's Court, St. Martin's Lane in 1777. Scale [ca. 1:750,000]. This layer is image 1 of 4 total images of the four sheet source map, representing the northwest portion of the map. Covers primarily Uttar Pradesh, India.The image inside the map neatline is georeferenced to the surface of the earth and fit to the Asia North Lambert Conformal Conic coordinate system. All map collar and inset information is also available as part of the raster image, including any inset maps, profiles, statistical tables, directories, text, illustrations, index maps, legends, or other information associated with the principal map. This map shows features such as roads, drainage, cities and other human settlements, forts, passes, fields of battle, territorial claims, and more. Relief shown pictorially. This layer is part of a selection of digitally scanned and georeferenced historic maps from the Harvard Map Collection. These maps typically portray both natural and manmade features. The selection represents a range of originators, ground condition dates, scales, and map purposes.

Uttar Pradesh, India, 1777 (Image 2 of 4) (Raster Image)

This layer is a georeferenced raster image of the historic paper map entitled: A map of the provinces of Delhi, Agrah, Oude, and Ellahabad : comprehending the countries lying between Delhi, and the Bengal Provinces, surveyed by Major James Rennell, Surveyor General to the Honourable East-India Company, and published by order of the court of directors of said company by Andrew Dury ; Wm. Haydon sculpt. It was published by Andrew Dury, Duke's Court, St. Martin's Lane in 1777. Scale [ca. 1:750,000]. This layer is image 2 of 4 total images of the four sheet source map, representing the northeast portion of the map. Covers primarily Uttar Pradesh, India.The image inside the map neatline is georeferenced to the surface of the earth and fit to the Asia North Lambert Conformal Conic coordinate system. All map collar and inset information is also available as part of the raster image, including any inset maps, profiles, statistical tables, directories, text, illustrations, index maps, legends, or other information associated with the principal map. This map shows features such as roads, drainage, cities and other human settlements, forts, passes, fields of battle, territorial claims, and more. Relief shown pictorially. This layer is part of a selection of digitally scanned and georeferenced historic maps from the Harvard Map Collection. These maps typically portray both natural and manmade features. The selection represents a range of originators, ground condition dates, scales, and map purposes.

Uttar Pradesh, India, 1777 (Image 3 of 4) (Raster Image)

This layer is a georeferenced raster image of the historic paper map entitled: A map of the provinces of Delhi, Agrah, Oude, and Ellahabad : comprehending the countries lying between Delhi, and the Bengal Provinces, surveyed by Major James Rennell, Surveyor General to the Honourable East-India Company, and published by order of the court of directors of said company by Andrew Dury ; Wm. Haydon sculpt. It was published by Andrew Dury, Duke's Court, St. Martin's Lane in 1777. Scale [ca. 1:750,000]. This layer is image 3 of 4 total images of the four sheet source map, representing the southeast portion of the map. Covers primarily Uttar Pradesh, India.The image inside the map neatline is georeferenced to the surface of the earth and fit to the Asia North Lambert Conformal Conic coordinate system. All map collar and inset information is also available as part of the raster image, including any inset maps, profiles, statistical tables, directories, text, illustrations, index maps, legends, or other information associated with the principal map. This map shows features such as roads, drainage, cities and other human settlements, forts, passes, fields of battle, territorial claims, and more. Relief shown pictorially. This layer is part of a selection of digitally scanned and georeferenced historic maps from the Harvard Map Collection. These maps typically portray both natural and manmade features. The selection represents a range of originators, ground condition dates, scales, and map purposes.

Uttar Pradesh, India, 1777 (Sheet 4 of 4) (Raster Image)

This layer is a georeferenced raster image of the historic paper map entitled: A map of the provinces of Delhi, Agrah, Oude, and Ellahabad : comprehending the countries lying between Delhi, and the Bengal Provinces, surveyed by Major James Rennell, Surveyor General to the Honourable East-India Company, and published by order of the court of directors of said company by Andrew Dury ; Wm. Haydon sculpt. It was published by Andrew Dury, Duke's Court, St. Martin's Lane in 1777. Scale [ca. 1:750,000]. This layer is image 4 of 4 total images of the four sheet source map, representing the southwest portion of the map. Covers primarily Uttar Pradesh, India. The image inside the map neatline is georeferenced to the surface of the earth and fit to the Asia North Lambert Conformal Conic coordinate system. All map collar and inset information is also available as part of the raster image, including any inset maps, profiles, statistical tables, directories, text, illustrations, index maps, legends, or other information associated with the principal map. This map shows features such as roads, drainage, cities and other human settlements, forts, passes, fields of battle, territorial claims, and more. Relief shown pictorially. This layer is part of a selection of digitally scanned and georeferenced historic maps from the Harvard Map Collection. These maps typically portray both natural and manmade features. The selection represents a range of originators, ground condition dates, scales, and map purposes.

Translations of the Ottoman constitutional laws: the Wilayet Administrative Law, the Municipal Law and various other laws

Ottoman constitutional law of the 7th Dhil Hujjah, 1293 AH [December 24, 1876 AD] as amended. -- Regulations of the Chamber of deputies. -- Regulations of the Senate. -- Provisional law of administration of wilayets of the 13th March, 1329 AH [March 26, 1913 AD] as amended. -- Municipal law of the 27th Ramadhan, 1294 AH [October 5, 1877 AD] as amended. -- Law regulating chambers of commerce and industry, dated the 31st May, 1326 AH [June 13, 1910 AD]. -- Provisional law of expropriation on behalf of municipalities dated the 21st Kanun Thani, 1329 AH [February 3, 1914 AD]. -- Regulations of expropriation for public purposes, dated the 24th Tashrin Thani, 1295 AH [December 6, 1879 AD] as amended. -- The Press law of the 16th Tamuz, 1325 AH [July 29, 1910 AD] as amended.

Shifting EU Institutional Reform into High Gear. Report of the CEPS High-Level Group. CEPS Task Force Reports

To contribute to the important debate on EU institutional reform in the run-up to the European Parliament elections and the start of a new Commission, CEPS formed a High-Level Group on EU Institutional Reform under the leadership of Danuta Hübner MEP and member of the CEPS Board of Directors. The report of this distinguished group of MEPs, former and current EU institutional members and leading scholars on EU law and institutional affairs focuses on reforms that could be taken within the framework of the current treaties to build a more responsive and accountable Union. The report analyses the main inter- and intra-institutional weaknesses in terms of efficiency, democracy and differentiation and puts forward a number of recommendations addressing issues such as the reorganisation of the College of Commissioners, the promotion of strategic legislative planning, the enhancement of the role of the EP and the rotating Presidency of the Council, the improvement of the democratic accountability of the European Council and the adequate engagement of the national parliaments.

The oligarchic democracy: The influence of business groups on Ukrainian politics. OSW Study 42/2012

The Ukrainian oligarchic system, which developed into its ultimate shape during Leonid Kuchma’s second presidency, turned out to be very durable. The nature of close relations between the government and the oligarchs has not undergone any major changes either as a consequence of the Orange Revolution or following Victor Yanukovych’s victory in the presidential election of 2010. Although reshuffles have taken place inside the political and business elites, nothing seems to be able to change this system, at least in the medium term. This text is aimed at presenting the network of connections existing between big business and politics in Ukraine and at pointing to the key oligarchic groups and the political forces they support. A definite majority of papers concerning contemporary Ukrainian politics as a rule disregard or deal with this subject very superficially, while it is impossible to understand modern Ukraine without understanding a number of dependencies existing between the political and business elites there.

After the Euro Crisis: The President of Europe, A new paradigm for increasing legitimacy and effectiveness in the EU. EuropEos Commentary No. 12, 1 June 2012

The crisis in the eurozone– which became worse in Europe at the same time that the Lisbon Treaty entered in force at the end of 2009 – has presented the first test of the crisis management capabilities of the intergovernmental approach. As provided under the Lisbon Treaty, the European Council has been the true decision-making centre for the policies adopted in response to the financial crisis, with the Commission playing a technical role. This commentary finds, however, that this institutional set-up has been unsatisfactory and unable to overcome the three fundamental dilemmas of the integration process: the dilemma of veto power, the dilemma of enforcement of the agreements and the dilemma of decision-making legitimacy. While it remains to be seen whether the election of François Hollande as President of France signals the beginning of a new political cycle characterised by new ideas on the institutional future of the EU, if that were to materialise, this paper aims to contribute to the debate on those new ideas.

The eurozone in bad need of a psychiatrist. EuropEos Commentary No. 6, 9 December 2010

Stefano Micossi, Director General of Assonime and member of the CEPS Board of Directors, observes in a new EuropEos Commentary that there is something surreal to the unfolding financial crisis of the eurozone, as the leaders grudgingly do what is needed to prevent disaster just minutes before it’s too late, and then in the next minute revert to the same behaviour that had brought them against the wall in the first place. He cites rising sovereign spreads within the area as the visible result of this strategy: they signal investors’ expectation that the future can only bring more of the same, a series of ever-larger sovereign debt crises, under Damocles’ sword that at some stage Germany, the paymaster of last resort, will close its purse and let Armageddon start.

Mixed Public-Private Enterprises in Europe: Economic Theory and an Empirical Analysis of Italian Water Utilities. Bruges European Economic Research (BEER) Papers 4/July 2006

Mixed enterprises, which are entities jointly owned by the public and private sector, are spreading all over Europe in local utilities. Well aware that in the vast majority of cases the preference of local authorities towards such governance structure is determined by practical reasons rather than by the ambition to implement new regulatory designs (an alternative to the typical “external” regulation), our purpose is to confer some scientific value to this phenomenon which has not been sufficiently investigated in the economic literature. This paper aims at proposing an economic analysis of mixed enterprises, especially of the specific configuration in which the public partner acts as controller and the private one (or “industrial” partner) as service provider. We suggest that the public service concession to mixed enterprises could embody, under certain conditions, a noteworthy substitute to the traditional public provision and the concession to totally private enterprises, as it can push regulated operators to outperform and limit the risk of private opportunism. The starting point of the entire analysis is that ownership allows the (public) owner to gather more information about the actual management of the firm, according to property rights theory. Following this stream of research, we conclude that under certain conditions mixed enterprises could significantly reduce asymmetric information between regulators and regulated firms by implementing a sort of “internal” regulation. With more information, in effect, the public authority (as owner/controller of the regulated firm, but also as member of the regulatory agency) can stimulate the private operator to be more efficient and can monitor it more effectively with respect to the fulfilment of contractual obligations (i.e., public service obligations, quality standards, etc.). Moreover, concerning the latter function, the board of directors of the mixed enterprise can be the suitable place where public and private representatives (respectively, welfare and profit maximisers) can meet to solve all disputes arising from incomplete contracts, without recourse to third parties. Finally, taking into account that a disproportionate public intervention in the “private” administration (or an ineffective protection of the general interest) would imply too many drawbacks, we draw some policy implications that make an equitable debate on the board of the firm feasible. Some empirical evidence is taken from the Italian water sector.

An Assessment of the Penalties System for Infringements of EU Competition Law: Can Personal Sanctions be the Missing Piece of the Puzzle? IES WORKING PAPER 6/2013

Competition law seeks to protect competition on the market as a means of enhancing consumer welfare and of ensuring an efficient allocation of resources. In order to be successful, therefore, competition authorities should be adequately equipped and have at their disposal all necessary enforcement tools. However, at the EU level the current enforcement system of competition rules allows only for the imposition of administrative fines by the European Commission to liable undertakings. The main objectives, in turn, of an enforcement policy based on financial penalties are two fold: to impose sanctions on infringing undertakings which reflect the seriousness of the violation, and to ensure that the risk of penalties will deter both the infringing undertakings (often referred to as 'specific deterrence') and other undertakings that may be considering anti-competitive activities from engaging in them (often referred to as 'general deterrence'). In all circumstances, it is important to ensure that pecuniary sanctions imposed on infringing undertakings are proportionate and not excessive. Although pecuniary sanctions against infringing undertakings are a crucial part of the arsenal needed to deter competition law violations, they may not be sufficient. One alternative option in that regard is the strategic use of sanctions against the individuals involved in, or responsible for, the infringements. Sanctions against individuals are documented to focus the minds of directors and employees to comply with competition rules as they themselves, in addition to the undertakings in which they are employed, are at risk of infringements. Individual criminal penalties, including custodial sanctions, have been in fact adopted by almost half of the EU Member States. This is a powerful tool but is also limited in scope and hard to implement in practice mostly due to the high standards of proof required and the political consensus that needs first to be built. Administrative sanctions for individuals, on the other hand, promise to deliver up to a certain extent the same beneficial results as criminal sanctions whilst at the same time their adoption is not likely to meet strong opposition and their implementation in practice can be both efficient and effective. Directors’ disqualification, in particular, provides a strong individual incentive for each member, or prospective member, of the Board as well as other senior executives, to take compliance with competition law seriously. It is a flexible and promising tool that if added to the arsenal of the European Commission could bring balance to the current sanctioning system and that, in turn, would in all likelihood make the enforcement of EU competition rules more effective. Therefore, it is submitted that a competition law regime in order to be effective should be able to deliver policy objectives through a variety of tools, not simply by imposing significant pecuniary sanctions to infringing undertakings. It is also clear that individual sanctions, mostly of an administrative nature, are likely to play an increasingly important role as they focus the minds of those in business who might otherwise be inclined to regard infringing the law as a matter of corporate risk rather than of personal risk. At the EU level, in particular, the adoption of directors’ disqualification promises to deliver more effective compliance and greater overall economic impact.