Proof rules and transformations dealing with fairness

AbstractWe provide proof rules enabling the treatment of two fairness assumptions in the context of Dijkstra's do-od-programs. These proof rules are derived by considering a transformed version of the original program which uses random assignments z≔? and admits only fair computations. Various, increasingly complicated, examples are discussed. In all cases reasonably simple proofs can be given. The proof rules use well-founded structures corresponding to infinite ordinals and deal with the original programs and not their translated versions

Reassessing Self-Dealing: Between No Conflict and Fairness

Scholars have long disagreed on which of two rules is more effective when a fiduciary engages in self-dealing. Some defend the “strict” no-conflict rule, which categorically bans self-dealing. Others prefer the “flexible” and “pragmatic” fairness rule, which allows self-dealing if it is fair to beneficiaries. The centrality of this debate cannot be overstated: corporate law as a field is fundamentally concerned with self-dealing by fiduciaries. Yet a lack of firm data means that this debate has dragged on for decades, with no end in sight. This Article makes a simple but powerful point: the entire debate is somewhat misguided because, in operation, the difference between the two regimes is not as important as scholars generally assume. This is best seen by comparing the operation of the United Kingdom—which continues to employ the traditional no-conflict rule—with the United States, which adopted the fairness rule. The no-conflict and fairness rules share a common structure: they require strict loyalty but provide exceptions or cleansing devices that save fiduciaries from liability. Only the no-conflict rule allows companies to adopt their own exceptions. Based on this analysis, neither rule is self-evidently stricter or more pragmatic. In fact, examining the fiduciary rules in operation, including the exceptions that companies actually adopt and directors actually use, reveals that they are quite similar in operation. Both task neutral directors with policing directorial self-dealing. This finding underscores the need for scholars and policymakers alike to focus not on the choice between no conflict and fairness but rather on the best use of exceptions or cleansing devices. The availability of proof of fairness as a cleansing device in the United States occasionally matters—but far less than commentators have claimed. It is often irrelevant because of its severity, rather than relevant because of its leniency. More attractive exceptions are usually available to self-dealing directors. This finding also complicates the dominant narrative holding that U.S. law significantly weakened as it evolved from no conflict to fairness; far from rejecting a stricter U.K. law, U.S. law came more closely to resemble U.K. law in operation

The path of fiduciary law

Contemporary accounts of corporate legal evolution view lawmakers as highly responsive to the economic interests of both pressure groups and markets. Through this lens law is understood to be the product of pressures exerted by managers, investors, institutional shareholders and the Federal Government, and the incentives of state lawmakers to accommodate the interests of these pressure groups. This lens dominates our current understanding of corporate legal evolution in the United States and is becoming highly influential in comparative accounts of corporate legal variation. This article sounds a note of objection. The article argues that the disciplinary pendulum has swung too far toward external accounts of legal evolution and too far away from internal accounts of legal change which view the path of law, at least in part, as the product of the internally generated constraints of the legal system – the relative autonomy of the law. To make this argument, the article considers the internal constraint of the conception of the corporation in 19th century US and UK corporate law and the evolution of self-dealing law in these two jurisdictions. It shows how two jurisdictions that started from the same legal proposition about self-dealing diverged rapidly as a result of the interaction of this proposition with profoundly different conceptions of the corporation. Contrary to the dominant account of the evolution of self-dealing law in the United States, the contemporary self-dealing rule is not the legally unexplained product of external market pressures but the logical and consistent product of the path of fiduciary law trodden through the corporate conception. The article shows that for contemporary corporate law a significant dose of inevitability was administered at the inception of general incorporation

Fifty years of Hoare's Logic

We present a history of Hoare's logic.Comment: 79 pages. To appear in Formal Aspects of Computin