The Market for Preclusion in Merger Litigation

The recent finding that corporate litigation involving Delaware companies very often takes place outside of Delaware has disturbed the long-settled understanding of how merger litigation works. With many, even most, cases being filed and ultimately resolved outside of Delaware, commentators warn that the trend is a threat to shareholders, to Delaware, and to the integrity of corporate law generally. Although the out-of-Delaware trend suggests that litigants are seeking to use the procedural rules of other jurisdictions to their advantage, we argue that the result need not threaten the interests of any of the stakeholders in deal litigation. We reframe the process of resolving merger litigation as a market for preclusion, in which plaintiffs seek to sell and defendants seek to buy an important element of transactional certainty. Moreover, this market has the potential to efficiently process and price shareholder complaints while also providing benefits to Delaware and to corporate law more generally. We are not blind to reality, however, and also address how a well-functioning market for preclusion can be distorted by the opportunistic conduct of plaintiffs’ and defense attorneys alike. Greater judicial oversight is necessary to preserve the benefits of this market while preventing the distortions brought on through opportunistic conduct. In order to make this a reality, however, judges in different courts must have a means of communicating and coordinating across state lines. We therefore offer a theory of horizontal comity in which judges build trust and cooperation through communication across jurisdictional boundaries. We use this theory to suggest a set of concrete policy proposals designed to provide for a more efficient market for preclusion

Private food law: Governing food chains through contract law, self-regulation, private standards, audits and certification schemes

Since the turn of the Millennium, world-wide initiatives from the private sector have turned the regulatory environment for food businesses upside down. For the first time in legal literature this book analyses private law initiatives relating to the food chain, often referred to as private (voluntary) standards or schemes. Private standards are used to remedy flaws in legislation in order to reach higher levels of consumer protection than the ones chosen by the EU legislature and to manage risks and liability beyond the traditional limits of food businesses. We see that litigation is no longer solely framed by legislative requirements, but ever more by private standards such as GlobalGAP, BRC, IFS, SQF and ISO. These private standards incorporate public law requirements thus embedding them in contractual relations and exporting them beyond the jurisdiction of public legislators. This book also addresses how private standards play a role in defining specific markets of growing importance. It is noted that organic standards have found an interesting symbioses with public law. Another development on this topic is that food businesses are inspected more often by private auditors than by public inspectors. Effects in terms of receiving or being denied certification far outweigh public law sanctions. In short private law has changed an entire legal infrastructure for the food sector. It emerges as competing with the public law regulatory infrastructure. This book is of interest to all who concern themselves with food law legislation and litigation and the evolving role of private standards on changing the landscape of food chains and innovation

TRUST IN PUBLIC FINANCE AND SERVICE DELIVERY

This study takes a critical look at citizens’ version of the economic “truth” in Cameroon, regarding the legitimacy and authority of the state to tax them under the current conditions of governance in the country. In this sense, it examines citizens’ perceptions of the social conditions of public governance in Cameroon. The study argues that over the years the memory that citizens in Cameroon have about the public governance system has been built in the negative experiences of public institutions as asphyxiating rather than enabling, as socially irresponsible rather than responsive to their needs, and as administratively unaccountable rather than transparent and accountable. This cushions negative perceptions of public governance processes such as taxation. The study adopts the democratic developmental state as a recent theoretical model in debates about state institutionalism, but grounds its logic even more in the concept of collective or social memory, which highlights the impact of past experiences and cultural contexts in the formation of citizens’ views or opinions (such as trust/distrust) over issues of broad public concern, like taxation. As a qualitative exploratory study of citizens’ trust in public institutions and its impact on their perceptions about taxation in Cameroon, the study is based on a combination of primary and secondary sources of data. The primary data are mainly selected newspaper articles that record and convey the unfiltered perceptions and opinions of citizens. These are used to support analytical insights about the relations between citizens’ perception of the complex interfaces of state institutions, the behavior of public officials, the social conditions of Cameroonian communities and the use of tax revenue in the country. The strength of the primary data is supported by the use of secondary sources such as published surveys in reports and newspapers, as well as a critical review of articles and books. The study shows that in addition to the dismal failure of public institutions at providing adequate services to citizens, following the country’s transition to multi-party politics in 1990, the increasing activism of some civil society groups such as well as donor efforts, have all compelled the government of Cameroon to adopt a series of anti-corruption campaigns that have themselves been mired in contradictions. The consequence has been a heightened sense of citizens’ distrust towards public institutions. This distrust is framed within the narrative of citizens’ rights to public administrative accountability and services. Even more important, these negative perceptions of the public governance system in Cameroon translate into a deeper sense of frustration when it comes to paying taxes to a state that is seen as irresponsible and accountable to its citizens. Given the emancipative force that Cameroon’s democratic transition in 1990 offers these civil society groups, the study concludes that increasing democratization in Cameroon and Africa yields a deliberative space for the civil society organizations to strengthen the agenda on public institutional reform and the transformation of the conduct of public officials towards more socially responsible and accountable governance.fi=Opinnäytetyö kokotekstinä PDF-muodossa.|en=Thesis fulltext in PDF format.|sv=Lärdomsprov tillgängligt som fulltext i PDF-format

Corruption-Free Churches are Possible

In spite of all the efforts and successes during the last twenty years corruption remains a major ethical challenge around the globe and one of the main obstacles to development. This study concentrates on a sector, on which not many publications are available: churches, mission organizations and development agencies. Both are sometimes part of the problem and can contribute a lot to solutions. Experiences of and with churches and development agencies during the last fifteen years (1995-2010) are herewith described and reflected. The author shows that ethical and theological orientation motivates for action. By collecting successful codes of conduct and guidelines the study focuses not on problems, but on solutions. The study includes 35 concrete recommendations. It further contributes to resist resignation and gives hope: corruption-free churches are possible

Creating Change: An Examination of the Impact of Crisis and Inter-Sectoral Cooperation on Corporate Behavior

Thesis advisor: Paul GrayThis thesis is a study of inter-sectoral collaboration and the impact of crises and social learning and cooperation initiatives on corporate change. The main purpose is to demonstrate how governments, corporations, and non-governmental organizations can most effectively work together to solve some of the world's most pressing development problems. Using case studies of extractive multinational corporations operating in Colombia, Papua New Guinea, and Nigeria, this paper presents support for the fact that crises are essential catalysts for corporate change. Moreover, analysis of these cases reinforces the critical role social learning and cooperation initiatives play in driving longterm improvements in corporate practice.Thesis (BA) — Boston College, 2008.Submitted to: Boston College. College of Arts and Sciences.Discipline: Sociology.Discipline: College Honors Program.Discipline: International Studies Honors Program

Investigating Practice Change in Australian and Indonesian Community Pharmacy: Gaining insight into Pharmacy Role Expansion in Developed and Developing Countries

The past decades have witnessed significant changes in community pharmacy. As practice change in community pharmacy is a global phenomenon, there is a need to investigate these changes in the context of both developed and developing countries. This study aimed to investigate changes in the contemporary practice in both Australian and Indonesian community pharmacy. A series of in-depth semi-structured interviews involving key stakeholders in pharmacy and the healthcare system was conducted in Australia (n=27) and Indonesia (n=29). Subsequently, a nominal group discussion was conducted in Indonesia (n=34). Both the interviews and the group discussion were audio-recorded, transcribed verbatim and thematically analysed. The Australian studies highlighted the complex and dynamic situation in community pharmacy sector with factors related to the social, economic and policy context influencing the practice at a micro, meso and macro level. The interviews in Indonesia revealed that despite the good policy objectives of universal coverage to integrate community pharmacy within the primary care network, it has created some unintended and unpredictable consequences which may be detrimental to community pharmacy practice. Seventeen policy documents aimed to promote community pharmacy practice in Indonesia were identified. However, some were introduced in a piecemeal approach creating conflict with other policies. Four main recommendations targeting professional practice, education, policy enforcement and image of pharmacists were proposed in the group discussion. In conclusion, this study provides evidence of practice change in community pharmacies in developed and developing countries. Challenges occur as pharmacists’ professional practice evolves, and these challenges come from inside and outside the profession

Public Policy and Enterprise Development in Kenya

This book is a collection of studies about the Kenyan economy undertaken by Kenyan researchers with funding from the Investment Climate and Business Environment (ICBE) Research Fund. The ICBE Research Fund is a partnership between TrustAfrica and IDRC of Canada, initiated in 2006. The overall goal of the Fund is to promote reform of the business and investment climate in African so as to enhance the performance of private enterprises and their impact on livelihoods. The ICBE uses competitive research grant mechanisms, capacity strengthening and policy dialogues to enhance evidence- informed policy making on the African continent

Savouring Life: The Leader's Journey to Health and Effectiveness

‘Savouring Life’ was a participatory action research (PAR) study within a complex living system—the Churches of Christ in New South Wales (NSW). One hundred and eight leaders participated in collaborative qualitative research aiming to help the organisation improve professional practice in the development of healthy and effective leaders. Structured conversations, storytelling and other participatory techniques were used to elicit the leaders’ own tacit knowledge to better understand the systemic health issues that they face. Viewing the organisation through complex living systems was found to be a useful framework to explore four cycles of action research inquiry. An aspirational state of ‘optimal functioning’ was identified to assist a shift in leadership practice that emphasises the salutogenic (focus on health and wellness) rather than merely responding to the pathogenic (focus on disease and disorder). Participants co-generated their own theories of transformation, making tacit knowledge explicit through the development of six mapping tools that were designed to share newly found knowledge throughout the organisation. PAR effectively influenced both learning and change, contributing to the launch of three system-wide action interventions: (1) The Centre for Wellness, (2) The Leaders Care Network and (3) Mentoring Training. The result is a holistic approach to leadership development designed to improve the health and effectiveness of leaders across the organisation

Trade union motivations for corporate social responsibility

Trade unions in Europe have showed a mixed response to Corporate Social Responsibility (CSR) and have adopted a broad spectrum of positions on CSR. Prior research has identified five distinct positions of trade unions across Europe by way of which some of the unions perceive CSR as a threat, some are sceptical about the fact that whether CSR could deliver, yet others champion the cause of CSR, whereas two other categories of which some are disillusioned and others lack knowledge regarding CSR. This spectrum of positions raises the question whether we are going to witness a convergence of union positions over the medium term. The proposed research analyzes the positions adopted by trade unions in Europe. On the basis of this analysis, it tries to explain various strategies adopted by trade unions. The key argument is that the whole process is linked to neoliberalism. The outcome of neoliberal approach is deregulation, not only of financial market, but labour market as well. Withdrawal of state from regulation of businesses has created a vacuum. There is a vacuum of regulation at the national level and there are inadequate governance mechanisms available at the global level. Businesses have tried to fill this vacuum by engaging in CSR. Trade unions are apprehensive of CSR due to its voluntary nature; greenwashing; questionable nature of CSR tools including audits, awards, an attempt to replace binding rules; and some see CSR as a threat because there is evidence that adoption of CSR as an alternative to binding regulations has hampered trade union power. Simultaneously, to increase their influence in dealing with the businesses, trade unions want to use the opportunities offered by CSR to gain maximum benefits out of it. Trade unions see similarities in company CSR agenda with trade union agenda. There are trade unions that are progressing CSR agenda. To couple their efforts at the national level, trade unions are trying to develop some supranational regulatory institutions and development of IFAs is an evidence of that. An attempt has been made to provide evidence from the data collected for this study to interpret trade union responses in the light of hypotheses developed in this study. The dominant paradigm employed for the present study would be interpretivist/qualitative. The reason for preference of interpretivism over the other with relation to the present study is that it tries to explain strategy. The process of strategy formulation is difficult to capture with entirely quantitative approach. There is a lot of brainstorming at the union management level to adopt a certain strategy and to get a handle on how a specific strategy is adopted, it is easy to explain using an interpretive approach. Doctoral level research is meant to make original contribution towards the existing body of knowledge. The present study seeks to contribute original insights from data collected for this study. Prior research had informed us about the trade unions’ principled positions about CSR. The present study analyses the reason why trade unions are getting involved in CSR initiatives by businesses