The Qualified Legal Compliance Committee: Using the Attorney Conduct Rules to Restructure the Board of Directors

The Securities and Exchange Commission introduced a new corporate governance structure, the qualified legal compliance committee, as part of the professional standards of conduct for attorneys mandated by the Sarbanes-Oxley Act of 2002. QLCCs are consistent with the Commission\u27s general approach to improving corporate governance through specialized committees of independent directors. This Article suggests, however, that assessing the benefits and costs of creating QLCCs may be more complex than is initially apparent. Importantly, QLCCs are unlikely to be effective in the absence of incentives for active director monitoring. This Article concludes by considering three ways of increasing these incentives

Director Reputation, Ceo-Board Power, And The Dynamics Of Board Interlocks

This study advances research on CEO-board relationships, interlocking directorates, and director reputation by examining how contests for intraorganizational power can affect interorganizational ties. We propose that powerful top managers seek to maintain their control by selecting and retaining board members with experience on other, passive boards and excluding individuals with experience on more active boards. We also propose that powerful boards similarly seek to maintain their control by favoring directors with a reputation for more actively monitoring management and avoiding directors with experience on passive boards. Hypotheses are tested longitudinally using CEO-board data taken from 491 of the largest U.S. corporations over a recent seven-year period. The findings suggest that variation in CEO-board power relationships across organizations has contributed to a segmentation of the corporate director network. We discuss how our perspective can reconcile contrary views and debates on whether increased board control has diffused across large U.S. corporations.(.)Managemen

The Qualified Legal Compliance Committee: Using the Attorney Conduct Rules to Restructure the Board of Directors

The Securities and Exchange Commission introduced a new corporate governance structure, the qualified legal compliance committee, as part of the professional standards of conduct for attorneys mandated by the Sarbanes-Oxley Act of 2002. QLCCs are consistent with the Commission\u27s general approach to improving corporate governance through specialized committees of independent directors. This Article suggests, however, that assessing the benefits and costs of creating QLCCs may be more complex than is initially apparent. Importantly, QLCCs are unlikely to be effective in the absence of incentives for active director monitoring. This Article concludes by considering three ways of increasing these incentives

Stable quantum systems in anti-de Sitter space: Causality, independence and spectral properties

If a state is passive for uniformly accelerated observers in n-dimensional anti-de Sitter space-time (i.e. cannot be used by them to operate a perpetuum mobile), they will (a) register a universal value of the Unruh temperature, (b) discover a PCT symmetry, and (c) find that observables in complementary wedge-shaped regions necessarily commute with each other in this state. The stability properties of such a passive state induce a "geodesic causal structure" on AdS and concommitant locality relations. It is shown that observables in these complementary wedge-shaped regions fulfill strong additional independence conditions. In two-dimensional AdS these even suffice to enable the derivation of a nontrivial, local, covariant net indexed by bounded spacetime regions. All these results are model-independent and hold in any theory which is compatible with a weak notion of space-time localization. Examples are provided of models satisfying the hypotheses of these theorems.Comment: 27 pages, 1 figure: dedicated to Jacques Bros on the occasion of his 70th birthday. Revised version: typos corrected; as to appear in J. Math. Phy

Studies on Pitting Corrosion of Al-Cu-Li Alloys Part III: Passivation Kinetics of AA2098-T851 Based on the Point Defect Model.

In this paper, the passivation kinetics of AA2098-T851 was investigated by a fundamental theoretical interpretation of experimental results based on the mixed potential model (MPM). The steady state passive layer formed on the AA2098-T851 in NaHCO3 solution in a CO2 atmosphere upon potentiostatic stepping in the anodic direction followed by stepping in the opposite direction was explored. Potentials were selected in a way that both anodic passive dissolution of the metal and hydrogen evolution reaction (HER) occur, thereby requiring the MPM for interpretation. Optimization of the MPM on the experimental electrochemical impedance spectroscopy (EIS) data measured after each potentiostatic step revealed the important role of the migration of Al interstitials in determining the kinetics of passive layer formation and dissolution. More importantly, it is shown that the inequalities of the kinetics of formation and dissolution of the passive layer as observed in opposite potential stepping directions lead to the irreversibility of the passivation process. Finally, by considering the Butler-Volmer (B-V) equation for the cathodic reaction (HER) in the MPM, and assuming the quantum mechanical tunneling of the charge carriers across the barrier layer of the passive film, it was shown that the HER was primarily controlled by the slow electrochemical discharge of protons at the barrier layer/solution (outer layer) interface