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.

Environmental and Occupational Optometry. Lesson 9 (Course 2013-2014)

Tema 9: Visión y conducción. Actividad obligatoria nº 5.

Price promotions effects of virtue and vice products

Purpose: This paper aims to propose models that capture the own effect of price promotions of virtue and vice products on sales and cross effects within the subcategory, between subcategories and between periods. The hypotheses assume that, due to reverse consumption self-control, the demand for vice products is more price-sensitive than demand for virtue products, but the demand for vice products is less price-sensitive between periods than demand for virtue products; furthermore, due to the degree of impulse-buying and to licensing, the demand sensitivity of the products of a subcategory and of those of other subcategories varies according to the type of promoted product (vice or virtue). Design/methodology/approach: The methodology is based on different econometrical models that estimate the total net effect of price promotions of virtue and vice products on sales. Findings: The results show a greater own effect for price promotions of vice products than for virtue products. However, the complementary sales effect between subcategories for virtue products facilitates greater expansion of the subcategory in virtue products than in vice products. Originality/value: Although price promotions of virtue products (light) and vice products (regular) have proliferated in recent years, researchers have only estimated their own sales effect. Alternatively, the paper contributes by considering own and cross effects.

Contextualising Social Work Education in India

Professional Social Work Education is commemorating 75 years of its contribution in addressing social problems and social welfare in India. While engaging layers of social realities, social work tries to create academic rigour, tests out new models and demands a statutory professional regulatory system. This article provides an overview on the issues, challenges and concerns of social work education in India. The first part details the historical development, the second part brings out various debates, the third part discusses the future concerns and challenges for social work education in India and it ends with a discussion.

Nuclear Architecture: Perceptions of Architectural Technology

In this paper we explore the implications of pluralist curricula for architectural technology. This includes the potential effects on strengthening the identity of the architectural technology profession and the academic development of the discipline. This latter relies, arguably, on research being explicit in CIAT’s eight mandatory threshold standards. This work concentrates on one of the Chartered Institute of Architectural Technologist’s (CIATS’s) key subjects; 'design', defined as detail design for the architectural technologist. In postulating a philosophy of architectural technology epistemology with a focus on detail design, the pedagogy of architectural detailing in practice and academia is investigated: the associated roles of creativity and conditioning are explored. The interrelationship between conceptual design and construction processes in practice is outlined, identifying the role of the detail design specialist (architectural technologist) in the management of design and production information. Thus is identified the future architectural technologists’ specialisation of nuclear architecture: the total quality construction created by quality of thinking which permeates from and to detail design for assembly/disassembly and production within a collaboratively mechanised AEC team. A theory of nuclear architecture and an associated approach to detail design pedagogy are postulated, aiming to promote a revised perception of the definition of design for the architectural technologist. How this theory can be applied to the creation of a paradigmatic student project, themed on designing for disassembly as a key future focus of ‘Healthy Building’ design is introduced for future exploration. This future research into detail design, the authors propose, should be predicated on the appropriate methodology related to the epistemology of a design-based area of the architectural technology discipline. The roles of Professional, Statutory and Regulatory Bodies (PSRB) in the evaluation and subsequent dissemination of this detail design pedagogy, with the aim of strengthening the architectural technology discipline are emphasised.

Acompanhamento da construção de uma captação de água subterrânea

Tese de mestrado, Geologia Aplicada (Hidrogeologia) Universidade de Lisboa, Faculdade de Ciências, 2016

Copyright in the EU Digital Single Market. Report of the CEPS Digital Forum. June 2013

The scope and enforcement of copyright in the digital environment have been among the most complex and controversial subjects tackled by lawmakers all over the world for the last decade. Due to the ubiquitous use of digital technology, modern regulation of copyright inherently touches on numerous areas of law and social and economic policy, including communications privacy and Internet governance. Modernising the EU’s copyright framework is considered a key step towards achieving the goal of an EU Digital Single Market in the context of the ‘Digital Agenda for Europe’, an initiative launched by the European Commission in May 2010. How can the EU make copyright fit for purpose in the Internet age? What are the most suitable and realistic policy options to achieve the objective of a Digital Single Market in the creative content sectors? To give comprehensive answers to these questions, the CEPS Digital Forum formed a Task Force on Copyright in the EU Digital Single Market to foster a multi-stakeholder dialogue on the major challenges for copyright law in the online content sector today. Drawing on the discussions and input gathered by the Task Force, this report contains the conclusions and policy recommendations organised around three main themes: licensing rules and practices in the online music and film sectors, the definition and implementation of copyright exceptions in the digital environment and the present and future of online copyright enforcement in Europe.

Exploitative Abuses: Which Competition Policy, Which Public Policy? Research Papers in Law, 2/2007

As the final session of the day, my aim in this paper is to briefly outline the nature of exploitative abuses before turning to the question of the relationship between competition law and intellectual property law in the context of what Teubner calls the regulatory trilemma and from that draw a two-fold conclusion. First, the demands on law from the social phenomenon of markets are more acute when those demands raise issues across the different law domains of IP and competition. Second, where IP law and competition meet, the aim should be for both domains to internalise the values of the other. This however can only happen to the extent but only to the extent that there can be what Collins1 calls productive disintegration. Finally, in the specific context of exploitative abuses the overlap between IP law and competition law arises primarily in relation to claims of excessive pricing in licensing arrangements. Such claims could form the basis of a private action2 or can be made in the context of compulsory dealing decisions such as Microsoft.3 The involvement of competition agencies in pricing decisions goes to the heart of concerns about the nature of competition law and the role of competition agencies and highlights the need for the law to indirectly control rather than inappropriately attempt to directly control markets.

Efficient taxation of multi-national enterprises in the European Union. Bruges European Economic Policy (BEEP) Briefing 5/2003

Current arrangements for multi-national company taxation in EU are plagued by severe conceptual and administrative problems, leading to high compliance costs, considerable uncertainty and ample room for abuse. Integration is amplifying these difficulties. There are two possible approaches in designing an efficient trans-border corporate tax system for the European Union. The first is to consolidate the EU-wide operations of MNEs, using an agreed common base as the reference variable, and then to apportion this total tax base using some presumptive indicators of activity in each tax jurisdiction – hence, implicitly, of the likely benefits stemming from each location. The apportionment formula should respect requisites of neutrality between productive factors and forms of corporate financing. A radically different approach is also available that offers considerable advantages in terms of efficiency, simplicity and decentralisation, including full administrative autonomy of national tax authorities. It entails abandoning corporate income as the relevant tax base and taxing at a moderate rate some agreed measure of business activity such as company value added, sales or employment. These are the variables usually considered in formula apportionment, but they would apply directly without having first to go through the complications of EU-wide consolidation based on a common-base definition. Reference to a broad base, with no exemptions or deductions, would allow to set low statutory rates.

Regulation on ‘cross-border portability’ of online content services: Roaming for Netflix or the end of copyright territoriality? CEPS Commentary, 15 February 2016

In a communication to the Parliament and the Council entitled “Towards a modern, more European copyright framework” and dated 9 December 2015,1 the European Commission confirmed its intention to progressively remove the main obstacles to the functioning of the Digital Single Market for copyrighted works. The first step of this long-term plan, which was first announced in Juncker’s Political Guidelines2 and the Communication on “A Digital Single Market strategy for Europe”,3 is a proposal for a regulation aimed at ensuring the so-called ‘cross-border portability’ of online services giving access to content such as music, games, films and sporting events.4 In a nutshell, the proposed regulation seeks to enable consumers with legal access to such online content services in their country of residence to use the same services also when they are in another member state for a limited period of time. On the one hand, this legislative proposal has the full potential to resolve the (limited) issue of portability, which stems from the national dimension of copyright and the persisting territorial licensing and distribution of copyright content.5 On the other hand, as this commentary shows, the ambiguity of certain important provisions in the proposed regulation might affect its scope and effectiveness and contribute to the erosion of the principle of copyright territoriality.

Driver license compact study: evaluation and recommendations. Final report.

National Highway Traffic Safety Administration, Washington, D.C.

Functional aspects of driver impairment - a guide for state medical advisory boards.

Mode of access: Internet.

Systems feasibility study: states' assistance in defect recall campaigns. Final report, Volume I.

National Highway Traffic Safety Administration, Washington, D.C.

Systems feasibility study: states' assistance in defect recall campaigns. Final report, Volume II.

National Highway Traffic Safety Administration, Washington, D.C.

Systems feasibility study: states' assistance in defect recall campaigns. Final report, Volume III.

National Highway Traffic Safety Administration, Washington, D.C.