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.

Plan for the future direction of DORS' schools. : Illinois Children's School and Rehabilitation Center, Illinois School for the Deaf, Illinois School for the Visually Impaired /

"June, 1983."

Corporate Social Reporting (CSR) in emerging economies: a review and future direction

Purpose – Previous reviews of Corporate Social Reporting (CSR) literature have tended to focus on developed economies. The aim of this study is to extend reviews of CSR literature to emerging economies. Design/methodology/approach – A desk-based research method, using a classification framework of three categories. Findings – Most CSR studies in emerging economies have concentrated on the Asia-Pacific and African regions and are descriptive in nature, used content analysis methods and measured the extent and volume of disclosures contained within the annual reports. Such studies provide indirect explanation of the reasons behind CSR adoption, but of late, a handful of studies have started to probe managerial motivations behind CSR directly through in-depth interviews finding that CSR agendas in emerging economies are largely driven by external forces, namely pressures from parent companies, international market and international agencies.

Corporate Social Reporting (CSR) in emerging economies:a review and future direction

Purpose – Previous reviews of Corporate Social Reporting (CSR) literature have tended to focus on developed economies. The aim of this study is to extend reviews of CSR literature to emerging economies. Design/methodology/approach – A desk-based research method, using a classification framework of three categories. Findings – Most CSR studies in emerging economies have concentrated on the Asia-Pacific and African regions and are descriptive in nature, used content analysis methods and measured the extent and volume of disclosures contained within the annual reports. Such studies provide indirect explanation of the reasons behind CSR adoption, but of late, a handful of studies have started to probe managerial motivations behind CSR directly through in-depth interviews finding that CSR agendas in emerging economies are largely driven by external forces, namely pressures from parent companies, international market and international agencies. Originality/value – This is the first review and analysis of CSR studies from the emerging economy perspective. Following this analysis, the authors have identified some important future research questions.

Transportation and spatial development : an overview and a future direction

National health and hospital network for Australia's future : Implications for emergency medicine

The proposals arising from the agreement reached between the Rudd government and the States and Territories (except Western Australia) in April 2010 represent the most fundamental realignment of health responsibilities since the creation of Medicare in 1984. They will change the health system, and the structures that will craft its future direction and design. These proposals will have a significant impact on Emergency Medicine; an impact from not only the system-wide effects of the proposals but also those that derive from the specific recommendations to create an activity-based funding mechanism for EDs, to implement the four hour rule and to develop a performance indicator framework for EDs. The present paper will examine the potential impact of the proposals on Emergency Medicine to inform those who work within the system and to help guide further developments. More work is required to better evaluate the proposals and to guide the design and development of specific reform instruments. Any such efforts should be based upon a proper analysis of the available evidence, and a structured approach to research and development so as to deliver on improved services to the community, and on improved quality and safety of emergency medical care.

The getting of wisdom : the future of PM university education in Australia

The dynamic and complex nature of project management (PM) in Australia provides exciting opportunities for universities to that are willing to actively engage with their corporate partners and other key stakeholders to develop program and course offerings that simultaneously address the needs of students, employers, and other stakeholders and further the current body of PM knowledge and research. This article identifies key challenges and opportunities for the future direction of PM university education. This draws on descriptions of successful program models, examining teaching on PM skills on generic business and engineering degrees, dedicated graduate masters programs in PM, doctoral research programs in PM, and forms of effective collaboration between industry and academia.

Claiming the future of enterprise education

Purpose The purpose of this paper is to highlight the importance of enterprise educators working collectively to develop a unique scholarship of teaching. The authors argue that the time is right for educators in this domain to secure the future of enterprise education. Acknowledging the debate between "entrepreneurship education" and "enterprise education," the authors set out to develop a unification model through which educators can act collectively to demonstrate the leadership required to secure the autonomy of the domain. Design/methodology/approach The authors bring several pertinent ideas (pedagogical content knowledge, heutagogy and academagogy) to the attention of academics/researchers involved in the design, development and delivery of enterprise education. The innovative approach to combine these ideas with prevailing thinking in this domain has facilitated a model for collective action. Findings It is at the level of the shared philosophical positions that the authors can best cooperate to shape the future direction of enterprise education. The authors argue against dwelling upon how the authors differ in terms of context and process issues. Such matters can only fragment the theory and practice of enterprise education. The authors need to develop greater appreciation of shared philosophical positions and leverage this understanding into a unique scholarship of teaching, specific to enterprise education. Practical implications – As enterprise education becomes more global, it is also likely to become more attractive to business schools that long for a new positioning tool in the increasingly overcrowded markets that they compete in. Originality/value This paper encourages enterprise educators to reflect upon the knowledge they hold of their own practice, and that of other enterprise educators.

The top 100 questions of importance to the future of global agriculture

Despite a significant growth in food production over the past half-century, one of the most important challenges facing society today is how to feed an expected population of some nine billion by the middle of the 20th century. To meet the expected demand for food without significant increases in prices, it has been estimated that we need to produce 70-100 per cent more food, in light of the growing impacts of climate change, concerns over energy security, regional dietary shifts and the Millennium Development target of halving world poverty and hunger by 2015. The goal for the agricultural sector is no longer simply to maximize productivity, but to optimize across a far more complex landscape of production, rural development, environmental, social justice and food consumption outcomes. However, there remain significant challenges to developing national and international policies that support the wide emergence of more sustainable forms of land use and efficient agricultural production. The lack of information flow between scientists, practitioners and policy makers is known to exacerbate the difficulties, despite increased emphasis upon evidence-based policy. In this paper, we seek to improve dialogue and understanding between agricultural research and policy by identifying the 100 most important questions for global agriculture. These have been compiled using a horizon-scanning approach with leading experts and representatives of major agricultural organizations worldwide. The aim is to use sound scientific evidence to inform decision making and guide policy makers in the future direction of agricultural research priorities and policy support. If addressed, we anticipate that these questions will have a significant impact on global agricultural practices worldwide, while improving the synergy between agricultural policy, practice and research. This research forms part of the UK Government's Foresight Global Food and Farming Futures project.

Perspectives on the Future of Public Private Partnership in the UK

During the past two decades the UK has played a leading position in the development and application of Public Private Partnership (PPP) based infrastructure procurement through its Private Finance Initiative model. This model had been developed during the last years of the Major Government and expanded during the early years of the Blair Government. The banking and economic crisis of 2007-09 has created major challenges to the use of PPP in the UK, making the sustainability of past levels of PPP investment and the future direction of PPP based infrastructure procurement in that country uncertain. This chapter summarises key developments in UK PPP up to the crisis; reviews the economic issues that have led up to the crisis; discusses the immediate impact of the crisis on the UK PFI and PPP market together with the transition arrangements that were put into to place by the Brown government; and, lastly, looks at recent initiatives taken by Cameron’s Conservative-Liberal Coalition Government under the designation of Private Finance 2 (PF2).

The care of adults with congenital heart disease across the globe: Current assessment and future perspective

The number of adults with congenital heart disease (CHD) has increased markedly over the past few decades as a result of astounding successes in pediatric cardiac care. Nevertheless, it is now well understood that CHD is not cured but palliated, such that life-long expert care is required to optimize outcomes. All countries in the world that experience improved survival in CHD must face new challenges inherent to the emergence of a growing and aging CHD population with changing needs and medical and psychosocial issues. Founded in 1992, the International Society for Adult Congenital Heart Disease (ISACHD) is the leading global organization of professionals dedicated to pursuing excellence in the care of adults with CHD worldwide. Recognizing the unique and varied issues involved in caring for adults with CHD, ISACHD established a task force to assess the current status of care for adults with CHD across the globe, highlight major challenges and priorities, and provide future direction. The writing committee consisted of experts from North America, South America, Europe, South Asia, East Asia, and Oceania. The committee was divided into subgroups to review key aspects of adult CHD (ACHD) care. Regional representatives were tasked with investigating and reporting on relevant local issues as accurately as possible, within the constraints of available data. The resulting ISACHD position statement addresses changing patterns of worldwide epidemiology, models of care and organization of care, education and training, and the global research landscape in ACHD.

Any changes? The future agenda of Sweden's security policy. OSW Commentary No. 126, 28.01.2014

Sweden’s annual security and defence conference, which this year focused on the future of the country’s security policy, was held in Sälen on 12-14 January. It was attended by almost all the leaders of Sweden’s ruling and opposition parties. The discussions have revealed whether and how the mindset of the Swedish elite has changed following the heated debates on defence issues in 2013. The opposition parties (Social Democrats, the Green Party, and the Left Party), which are likely to form a coalition government after the election to the Swedish parliament in September 2014, were given the opportunity to present their own priorities. The discussions have brought to the surface conflicting perceptions within the political elite concerning the threats and challenges to Swedish security, and divergent positions on the future direction of the country’s security and defence policy. It is highly likely that, due to a coalition compromise, the current course of Sweden’s security policy (namely, a policy of non-alignment along with close co-operation with NATO) will be maintained following the parliamentary election, albeit with new “leftist” influences (a greater involvement in the United Nations). Big changes that could lead to a significant strengthening of Sweden’s defence capabilities, or a decision on NATO membership, are not likely. Paradoxically, polls suggest that in the long run a more radical change in Stockholm’s security policy may be shaped by a gradual, bottom-up evolution of public opinion on the issue.