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.

The impact of demographic change and its challenges for the workforce in the European public sectors. Three priority areas to invest in future HRM. EIPA Working Paper 2012/W/01

European public sectors are particularly affected by the demographic challenge and an ageing and shrinking workforce. According to OECD statistics, over 30% of public employees of central government in 13 countries will leave during the next 15 years. Moreover, the public sector has as compared to the private sector to rely on a much older workforce, who will have to work longer in future. Against this background, European governments need to react and re-think major elements of current HR and organisational management in the public sector. Particularly the skills in age management should be improved in order to also maintain in future a highly productive, competent and efficient public sector and to ensure that public employees stay longer ‘employable’, ‘healthy’, ‘fit for the job’ and ‘up to the task’. The survey suggests some solutions by investing more in three priority areas in the field of HRM.

Psychological Ownership of Employees as a Mediator in the Justice - Affective Commitment Relationship

Numerous scholars have accumulated evidence on the positive effects that employees’ organizational justice perceptions exert on work-related outcomes such as affective commitment. However, research still lacks understanding of the underlying mechanisms connecting the two constructs. In this article we aim to narrow this gap by examining the concept of psychological ownership as a possible mediator between organizational justice perceptions and affective commitment. Investigating a sample of 619 employees, we find distributive justice to be positively related to psychological ownership, and observe psychological ownership as a full mediator of the distributive justice and affective commitment relationship. These insights offer a new explanation in understanding the justice-commitment connection, contributing to both organizational justice and psychological ownership literature and opening up ways for promising future research.

Service encounter conceptualisation:employees' service behaviours and customers' service quality perceptions

The enhancement of service quality is an area of optimal managerial relevance that has, to date, received minimal attention in the literature. Because customers' service quality evaluations are based almost entirely upon the behaviours of frontline employees, organisations rely heavily upon these employees to improve overall service quality provision. However, much of the literature looking at service quality enhancement lacks detail when examining the impact of employee service-related behaviours on customers' service quality perceptions. As a result, this paper comprehensively conceptualises those front-line employee behaviours which are the most likely to enhance customers' service quality perceptions. This conceptualisation is grounded in an extensive review of the services marketing literature, pooling together previously disparate research strands. Formal hypotheses are presented. Implications and future research directions are also discussed.

Exploring the influences of internal branding on employees' brand promise delivery

Internal branding is increasingly seen as a doctrine to ensure employees’ delivery of the brand promise by shaping employees’ brand attitudes and behaviours. However, few studies, if any, have been conducted to understand the internal branding process from the viewpoint of employees who are the end receivers. Therefore, this study aims at exploring employees’ perceptions toward the internal branding process. It identifies the relevant mechanisms and describes how internal branding affected service employees. The challenges of its success are uncovered and discussed. Finally, managerial implications and future research directions are provided.

The impact of employees' customer orientation and service orientation behaviours on customers' service evaluation

In this paper the authors conceptualize and test the effects of service employees’ customer orientation and service orientation behaviors within an extended service evaluation model encompassing service quality, service encounter quality, perceived value and customer satisfaction. The context is 271 Indian retail customers. Data analysis incorporates confirmatory factor analysis and structural equation modeling. We find that Findings indicate that: 1) customer orientation is positively related to service orientation, customers’ perceptions of service encounter quality and service quality; 2) service orientation influences customers’ perceptions of service encounter quality and service quality; 3) customers’ perceptions of service encounter quality influence customers’ perceptions of service quality and customer satisfaction; 4) customers’ perceptions of service quality influence value perceptions; 5) service quality influences customer satisfaction; and 6) customer satisfaction influences customers’ behavioral intentions. The importance of these findings for practitioners and academics, research limitations and future research avenues are subsequently discussed.

The link between job satisfaction and organizational commitment:differences between public and private sector employees

Employees in the public and private sectors experience different working conditions and employment relationships. Therefore, it can be assumed that their attitudes toward their job and organizations, and relationships between them, are different. The existing literature has identified the relationship between organizational commitment and job satisfaction as interesting in this context. The present field study examines the satisfaction–commitment link with respect to differences between private and public sector employees. A sample of 617 Greek employees (257 from the private sector and 360 from the public sector) completed standardized questionnaires. Results confirmed the hypothesized relationship differences: Extrinsic satisfaction and intrinsic satisfaction are more strongly related to affective commitment and normative commitment for public sector employees than for private sector ones. The results are discussed, limitations are considered, and directions for future research are proposed.

Health of entrepreneurs versus employees in a national representative sample

Prior research has found entrepreneurs to experience significantly higher job control and job demands compared with employees. This suggests that entrepreneurs have so-called active jobs and thus may benefit from positive health consequences. The present research compared entrepreneurs' health with employees' health in a national representative sample with regard to the International Statistical Classification of Diseases and Related Health Problems, 10th revision (ICD-10) diagnoses of somatic diseases, the Diagnostic and Statistical Manual of Mental Disorders, 4th edition (DSM-IV) diagnoses of mental disorders, blood pressure, well-being (life-satisfaction) as well as behavioural health indicators (sick days, physician visits). Entrepreneurs showed significantly lower overall somatic and mental morbidity, lower blood pressure, lower prevalence rates of hypertension, and somatoform disorders, as well as higher well-being and more favourable behavioural health indicators. The results are discussed with regard to the active job hypothesis and recommendations for future research are provided.

Understanding key mechanism by which internal communication influences prosocial service behaviors of front-line employees

This paper contributes to the prosocial service behavior (PSB) literature by investigating the nature of the relationships between internal communication and PSBs, and whether role stress and organizational commitment mediate these relationships. According to the literature, internal communication plays an important role in influencing FLEs job attitudes and behaviors, as well as reducing role stress. Data collected from FLEs in a UK based service organization was used to test our conceptual framework. The results show that FLE perceptions of internal communication practices influence their role stress and organizational commitment, which, in turn, affect the performance of PSBs. Our findings highlight the significance of studying role stress and organizational commitment as mediators in the relationship between internal communication and PSBs, and shed light on the mechanisms by which internal communication influences PSBs. The limitations of the study are then sketched, and suggestions for future research are also made.

Guest editors’ introduction: is the HRM process important? Past, current, and future challenges

Ten years ago, Bowen and Ostroff (2004) criticized the one-sided focus on the content-based approach, where researchers take into account the inherent virtues (or vices) associated with the content of HR practices to explain performance. They explicitly highlight the role of the psychological processes through which employees attach meaning to HRM. In this first article of the special section entitled “Is the HRM Process Important?” we present an overview of past, current, and future challenges. For past challenges, we attempt to categorize the various research streams that originated from the seminal piece. To outline current challenges, we present the results of a content analysis of the original 15 articles put forward for the special section. In addition, we provide the overview of a caucus focused on this theme that was held at the Academy of Management annual meeting in Boston in 2012. In conclusion, we discuss future challenges relating to the HRM process approach and review the contributions that have been selected—against a competitive field—for this special issue

Internal communication and prosocial service behaviors of front-line employees:investigating mediating mechanisms

This paper contributes to the prosocial service behavior (PSB) literature by developing and testing a conceptual framework to investigate the mediating mechanisms underlying the relationships between internal communication and PSBs. Data collected from front-line employees (FLEs) in a UK based service organization was used to test our conceptual framework. Our findings demonstrate that FLE perceptions of internal communication practices influence their role stress and organizational commitment, which, in turn, influence their PSBs. The results highlight the significance of studying role stress and organizational commitment as mediators in the relationship between internal communication and PSBs. The limitations of the study are then sketched, and suggestions for future research are also provided.

Munkavállalói preferenciák az egyetemi hallgatók körében = Employees' preferences according to graduates and undergraduates

Napjaink munkaerőpiaci tendenciái következtében egyre több figyelem irányul az atipikus munkavégzésre. Az atipikus munkavégzésben rejlő lehetőségeket a munkavállalók oldaláról vizsgáltuk. Ennek érdekében egy kétfázisú kutatássorozatot hajtottuk végre a Budapesti Corvinus Egyetem hallgatói körében. A felmérés rámutatott arra, hogy az egyetemi hallgatók már az egyetemi tanulmányaik alatt is potenciális munkaerőt jelentenek. Foglalkoztatásuk során a legfontosabb tényező a rugalmas, tanulmányokkal összeegyeztethető munkavégzés. A második kutatás fő célja a teljes életcikluson keresztüli munkavállalói preferenciák feltárása volt. A hallgatók által a két leginkább előnybe részesített munkavállalási forma a napi nyolcórás munkaviszony rugalmas munkaidőben és a saját vállalkozás indítása. A hallgatók elsősorban magas jövedelmet, ezt követően stabil, biztos jövedelmet, fejlődési lehetőséget, és a munka és magánélet egyensúlyát várják el munkahelyüktől. A tanulmány rámutat az egyes alcsoportok különbségeire, illetve kiindulópontot jelenthet további kutatásokhoz. _____ More and more attention is paid to atypical work due to workplace trends. Increasing opportunities deriving from atypical work have been investigated from employees’ viewpoint in this paper. We conducted a two-step survey amongst graduates and undergraduates of Corvinus University of Budapest. The survey pointed out that undergraduates are potential workers as well, and the most important factor for them was the flexible form of work. The second survey aimed to explore employees’ preferences through a whole lifetime period. The two most popular forms of work were flexible full-time jobs and starting their own enterprise. Students prefer high salaries, a stable and secure income, opportunities for development and work-life balance. The surveys pointed out some differences between subgroups and their conclusions could be a starting point for future research.

Past, Present, and Future: The Food Service Industry and Its Changes

In the article - Past, Present, and Future: The Food Service Industry and Its Changes - by Brother Herman E. Zaccarelli, International Director, Restaurant, Hotel and Institutional Management Institute at Purdue University, Brother Zaccarelli initially states: “Educators play an important role in the evolution of the food service industry. The author discusses that evolution and suggests how educators can be change agents along with management in that evolutionary progression.” The author goes on to wax philosophically, as well as speak generically about the food service industry; to why it offers fascinating and rewarding careers. Additionally, he writes about the influence educators have on students in this regard. “Educators can speak about how the food service industry has benefited them both personally and professionally,” says Brother Zaccarelli. “We get excited about alerting students to the many opportunities and, in fact, serve as “salespersons” for the industry to whoever (school administrators, legislators, and peers in the educational institution) will listen.” Brother Zaccarelli also speaks to growth and changes in food service, and even more importantly about the people and faces behind everything that food service, and hospitality in general comprise. The author will have you know, that people are what drive an educator. “What makes the food service industry so great? At the heart of this question's answer is people: the people whom it serves in institutional and commercial operations of all types; the people who work within it; the people who provide the goods, services, and equipment to it; the people who study it,” says Brother Zaccarelli. “All of these groups have, of course, a vested personal and/or professional interest in seeing our industry improve.” Another concept the author would like you to absorb, and it’s even more so true today than yesterday, is the prevalence of convergence and divergence within food service. For food service and beyond, it is the common denominators and differences that make the hospitality-food service industry so dynamic and vibrant. These are the winds of change presented to an educator who wants to have a positive impact on students. The author warns that the many elements involved in the food service industry conspire to erode quality of service in an industry that is also persistently expanding, and whose cornerstone principles are underpinned by service itself. “The three concerns addressed - quality, employees, and marketing - are intimately related,” Brother Zaccarelli says in stripping-down the industry to bare essentials. He defines and addresses the issues related to each with an eye toward how education can reconcile said issues.

Perceived Work Status and Turnover Intentions of Casual-Dining Restaurant Employees

The current research examined the effects of perceived work status of hourly employees on the established relationships between turnover intentions and the constructs of autonomy, affective organizational commitment, perceived management concern for employees, and perceived management concern for customers in the casual-dining restaurant industry. Surveys were collected from 296 employees of a multi-unit casual-dining restaurant franchise, part of a large, national, casual-dining restaurant chain. Employeeswith perceived part-time work status revealed a generally negative trend in factors shown to contribute to turnover. Employees who perceived their work status as parttime also showed significantly lower levels of affective organizational commitment than those who perceived their work status as full-time. Additionally, the mean scores of the desirable attributes trended lower for those employees who perceived themselves as part-time. Even more, helping behaviors, so crucial in a casual-dining environment, were lower when employees perceived their work status to be part-time. The current study discusses managerial implications of the research findings and gives suggestions for future research.

What's in it for us? A case study research about micro sense making processes through the eyes of front line employees, during culture change implementation

Abstract How employees make sense of change is a very complex process. Recently, academics have neglected to research sense making activities in a micro culture implementation context, through the eyes of front line employees. In contrast to a macro view, a micro perspective limits researchers to only look at an individual, departmental or group level. By doing so, we can zoom in on the details of sense making processes that employees use in their daily work life. A macro (organisational) view is based on the notion that there is a general integrated culture that can be found in all organisational units and departments. It is assumed that culture can be researched by using the entire organisation as one single research entity. This thesis challenges this assumption. In case of planned change it is usually the management community who are in charge of the change intervention. Because of their formal hierarchical position, they have the power to abort or initiate change programs. It is perhaps therefore that researchers tend to be focused on the management community rather than on lower level organisational members, such as front line employees. Apart from the micro view, scholars also neglected to research culture change implementation through the eyes of front line employees. This thesis is an attempt to fill these two gaps that currently exists in academic change management publications. The main research question is therefore: From a micro point of view how do front-line employees make sense of the impact of culture change, during the implementation phase? This thesis starts with a literature review which exposes the two main gaps. The most important outcome of this review is that only 2% of the research articles dealt with culture implementation, through the eyes of front line employees. A conceptual research model is built on the integrated sense making theory of Weber and Manning (2001) and the micro variables of Raelin and Cataldo (2011). These theories emphasize elements of sense making in a daily working context. It is likely that front line employees can identify themselves with research elements such as tasks, skills practices, involvement and behaviour. Front line employees were selected, because as lower level organisational members they are usually the change recipients. They are further away from the change initiating scene (usually the management of an organisation) and form a potential sense making ‘hotspot’ that could provide new academic insights. In order to carry out the primary research, two case organisations were selected in the leisure industry. A participative case study research method was chosen. This meant that the researcher worked in the concerning departments of the case organisations. The goal was to observe and interview front line employees, while they were performing their jobs. The most important advantage of this approach is that the researcher temporarily becomes one with the organisation and is therefore able to acquire both formal and informal narratives that front line employees use during sense making activities. It was found that front line employees make sense of organisational change by using a practical approach. They make sense of the change program by carrying out new tasks, developing new skills and sharing best practices. The most noticeable conclusion was that sense making activities predominantly take place at an individual level in relation to change acceptance. Organisational members tend to create a mental equation in order to weigh the advantages against the disadvantages. They evaluate whether the concerning change program is beneficial to them or not. For future research a sense making scheme model is suggested that is based on two methods: an introspection and an action method.