Bylaw Governance

This article argues that Delaware corporate law permits shareholders to use bylaws to circumscribe the managerial authority of the board of directors. While shareholders cannot mandate action by the board, they can enact specific prohibitions on its behavior, so long as the board retains enough discretion to implement—in practice, not merely in theory—its managerial policies by other means. The use of such circumscribing bylaws to discourage shirking (or analogous managerial abuses) by the directors or officers resembles the use of negative covenants in debt contracts that seek to prevent the debtor from squandering assets. Bylaw governance thus subtly but significantly reallocates governance power within the corporation, so as to reduce the agency costs of management. Its legal validity should also prompt courts and scholars alike to focus less on the quantity of power wielded by the shareholders, and more on the ways that power can be configured to produce managerial efficiencies

Characterizing the Delaunay decompositions of compact hyperbolic surfaces

Given a Delaunay decomposition of a compact hyperbolic surface, one may record the topological data of the decomposition, together with the intersection angles between the `empty disks' circumscribing the regions of the decomposition. The main result of this paper is a characterization of when a given topological decomposition and angle assignment can be realized as the data of an actual Delaunay decomposition of a hyperbolic surface.Comment: Published by Geometry and Topology at http://www.maths.warwick.ac.uk/gt/GTVol6/paper12.abs.htm

Mixing in turbulent jets: scalar measures and isosurface geometry

Experiments have been conducted to investigate mixing and the geometry of scalar isosurfaces in turbulent jets. Specifically, we have obtained high-resolution, high-signal-to-noise-ratio images of the jet-fluid concentration in the far field of round, liquid-phase, turbulent jets, in the Reynolds number range 4.5 × 10^3 ≤ Re ≤ 18 × 10^3, using laser-induced-fluorescence imaging techniques. Analysis of these data indicates that this Reynolds-number range spans a mixing transition in the far field of turbulent jets. This is manifested in the probability-density function of the scalar field, as well as in measures of the scalar isosurfaces. Classical as well as fractal measures of these isosurfaces have been computed, from small to large spatial scales, and are found to be functions of both scalar threshold and Reynolds number. The coverage of level sets of jet-fluid concentration in the two-dimensional images is found to possess a scale-dependent-fractal dimension that increases continuously with increasing scale, from near unity, at the smallest scales, to 2, at the largest scales. The geometry of the scalar isosurfaces is, therefore, more complex than power-law fractal, exhibiting an increasing complexity with increasing scale. This behaviour necessitates a scale-dependent generalization of power-law-fractal geometry. A connection between scale-dependent-fractal geometry and the distribution of scales is established and used to compute the distribution of spatial scales in the flow

Complexity of Nested Circumscription and Nested Abnormality Theories

The need for a circumscriptive formalism that allows for simple yet elegant modular problem representation has led Lifschitz (AIJ, 1995) to introduce nested abnormality theories (NATs) as a tool for modular knowledge representation, tailored for applying circumscription to minimize exceptional circumstances. Abstracting from this particular objective, we propose L_{CIRC}, which is an extension of generic propositional circumscription by allowing propositional combinations and nesting of circumscriptive theories. As shown, NATs are naturally embedded into this language, and are in fact of equal expressive capability. We then analyze the complexity of L_{CIRC} and NATs, and in particular the effect of nesting. The latter is found to be a source of complexity, which climbs the Polynomial Hierarchy as the nesting depth increases and reaches PSPACE-completeness in the general case. We also identify meaningful syntactic fragments of NATs which have lower complexity. In particular, we show that the generalization of Horn circumscription in the NAT framework remains CONP-complete, and that Horn NATs without fixed letters can be efficiently transformed into an equivalent Horn CNF, which implies polynomial solvability of principal reasoning tasks. Finally, we also study extensions of NATs and briefly address the complexity in the first-order case. Our results give insight into the ``cost'' of using L_{CIRC} (resp. NATs) as a host language for expressing other formalisms such as action theories, narratives, or spatial theories.Comment: A preliminary abstract of this paper appeared in Proc. Seventeenth International Joint Conference on Artificial Intelligence (IJCAI-01), pages 169--174. Morgan Kaufmann, 200

Research Ethics Committees (RECs) and the Creaking Piers of Peer Review

[No abstract][No keywords]

Molecular and morphological phylogenetics of the digitate-tubered clade within subtribe Orchidinae s.s. (Orchidaceae: Orchideae)

The digitate-tubered clade (Dactylorhiza s.l. plus Gymnadenia s.l.) within subtribe Orchidinae is an important element of the North-temperate orchid flora and has become a model system for studying the genetic and epigenetic consequences of organism-wide ploidy change. Here, we integrate morphological phylogenetics with Sanger sequencing of nrITS and the plastid region trnL-F in order to explore phylogenetic relationships and phenotypic character evolution within the clade. The resulting morphological phylogenies are strongly incongruent with the molecular phylogenies, instead reconstructing through parsimony the genus-level boundaries recognised by traditional 20th Century taxonomy. They raise fresh doubts concerning whether Pseudorchis is sister to Platanthera or to Dactylorhiza plus Gymnadenia. Constraining the morphological matrix to the topology derived from ITS sequences increased tree length by 20%, adding considerably to the already exceptional level of phenotypic homoplasy. Both molecular and morphological trees agree that D. viridis and D. iberica are the earliest- diverging species within Dactylorhiza (emphasising the redundancy of the former genus Coeloglossum). Morphology and ITS both suggest that the former genus Nigritella is nested within (and thus part of) Gymnadenia, the Pyrenean endemic 'N.' gabasiana apparently forming a molecular bridge between the two radically contrasting core phenotypes. Comparatively short subtending molecular branches plus widespread (though sporadic) hybridisation indicate that Dactylorhiza and Gymnadenia approximate the minimum level of molecular divergence acceptable in sister genera. They share similar tuber morphologies and base chromosome numbers, and both genera are unusually prone to polyploid speciation. Another prominent feature of multiple speciation events within Gymnadenia is floral paedomorphosis. The 'traditional' morphological and candidate-gene approaches to phylogeny reconstruction are critically appraised.Peer reviewedFinal Published versio