Forbidden Friending: A Framework for Assessing the Reasonableness of Nonsolicitation Agreements and Determining What Constitutes a Breach on Social Media

Social media has changed the way people conduct their day-to-day lives, both socially and professionally. Prior to the proliferation of social media, it was easier for people to keep their work lives and social lives separate if they so wished. What social media has caused people to do in recent years is to blend their personal and professional personas into one. People can choose to fill their LinkedIn connections with both their clients and their college classmates, they can be Facebook friends with their coworkers right along with their neighbors, and they can utilize social media sites to market themselves or their businesses to a wide audience. Finding a job, filling a position, or building a customer base has never been easier. What lurks behind the convenience of combining these worlds into one online persona is the potential to violate certain restrictive covenants that bind many employees beyond the end of an employment relationship. Nonsolicitation agreements have become a popular choice for employers who wish to restrict their former employees from soliciting their former clients or coworkers, as these agreements are less restrictive and more likely to be upheld in court than noncompetition clauses. What has come up in recent litigation over these agreements is their enforceability with respect to social media activity and what exactly constitutes a solicitation via social media. This Note proposes a flexible standard for assessing the reasonableness and enforceability of nonsolicitation agreements that aim to cover employees’ social media activity

Trade Liberalization Turns into Regulatory Reform: The Impact on Business-Government Relations in International Trade Politics.

Business-government relations on trade issues are generally characterized as protectionist lobbying or – less often – lobbying for the liberalization of markets. However, with the evolution of the trading system, negotiations today concern not just market opening, but also the regulatory frameworks that structure international trade. This transformation has important consequences for the ways in which private interests can contribute to trade negotiations. Instead of simply trying to exert pressure, businesses and other private actors now form working relationships with governments based on expertise, learning, and information exchange. This article illustrates these new forms of public-private interactions with examples from the U.S., the E.U., and Brazil.

The Economics of Privacy

This chapter reviews economic analyses of privacy. We begin by scrutinizing the “free market” critique of privacy regulation. Welfare may be non-monotone in the quantity of information, hence there may be excessive incentive to collect information. This result applies to both non-productive and productive information. Over-investment is exacerbated to the extent that personal information is exploited across markets. Further, the “free market” critique does not apply to overt and covert collection of information that directly causes harm. We then review research on property rights and challenges in determining their optimal allocation. We conclude with insights from recent empirical research and directions for future research.

Trusted CI Experiences in Cybersecurity and Service to Open Science

This article describes experiences and lessons learned from the Trusted CI project, funded by the US National Science Foundation to serve the community as the NSF Cybersecurity Center of Excellence. Trusted CI is an effort to address cybersecurity for the open science community through a single organization that provides leadership, training, consulting, and knowledge to that community. The article describes the experiences and lessons learned of Trusted CI regarding both cybersecurity for open science and managing the process of providing centralized services to a broad and diverse community.Comment: 8 pages, PEARC '19: Practice and Experience in Advanced Research Computing, July 28-August 1, 2019, Chicago, IL, US

Acquisition quality improvement within Naval Facilities Engineering Command Southwest

The purpose of this project is to identify and analyze Process Management and Audit Program (PMAP) results for Naval Facilities Command, Southwest (NAVFAC SW). The goal is to identify reoccurring contract deficiencies and issues using the Six Phases of Contract Management Process as a guide to target areas for improvement, in order to provide a comprehensive process review, with recommendations for future contracting process improvements at NAVFAC SW. It will be to management’s advantage to share these results with their acquisition workforces in order to help increase acquisition compliance and reduce the recurring findings, with the overall goal of reducing the exposure to risk. During this project, it was discovered that there are 14 recurring PMAP findings that need to be addressed. Suggestions are offered to help get these problems under control. It was also suggested that in 24 to 36 months, an NPS student conduct similar research to see whether there has been PMAP improvement, so that the work of contract process improvement will continue to go forward at NAVFAC SW.http://archive.org/details/acquisitionquali1094545914Civilian, Department of the NavyApproved for public release; distribution is unlimited

Revitalizing SEC Rule 14a-8’s Ordinary Business Exclusion: Preventing Shareholder Micromanagement by Proposal

Who decides what products a company should sell, what prices it should charge, and so on? Is it the board of directors, the top management team, or the shareholders? In large corporations, of course, the answer is the top management team operating under the supervision of the board. As for the shareholders, they traditionally have had no role in these sort of operational decisions. In recent years, however, shareholders have increasingly used SEC Exchange Act Rule 14a-8 (the so-called “Shareholder Proposal Rule”) to not just manage but even micromanage corporate decisions. The Rule permits a qualifying shareholder of a public corporation registered with the SEC to force the company to include a resolution and supporting statement in the company’s proxy materials for its annual meeting. In theory, Rule 14a-8 contains limits on shareholder micromanagement. The Rule permits management to exclude proposals on a number of both technical and substantive bases, of which the exclusion of proposals relating to ordinary business operations under Rule 14a-8(i)(7) is the most pertinent for present purposes. Rule 14a-8(i)(7) is intended to permit exclusion of a proposal that “seeks to ‘micro-manage’ the company by probing too deeply into matters of a complex nature upon which shareholders, as a group, would not be in a position to make an informed judgment.” Unfortunately, court decisions have largely eviscerated the ordinary business operations exclusion. For example, corporate decisions involving “matters which have significant policy, economic or other implications inherent in them” may not be excluded as ordinary business matters. This creates a gap through which countless proposals have made it onto corporate proxy statements. This Article proposes an alternative standard that is not only grounded in relevant state corporate law principles but is easier to administer than the existing judicial tests. Under it, courts first look to the state law definition of ordinary business matters. The court then determines whether the matter is one of substance rather than procedure. Only proposals passing muster under both standards should be deemed proper

ANALYSIS OF THE 2021 OFFICE OF FEDERAL PROCUREMENT POLICY DEFINITION OF PROCUREMENT ACQUISITION LEAD TIME

In January 2021, the Office of Federal Procurement Policy (OFPP) issued a memorandum defining procurement acquisition lead time (PALT) as “the time between the date on which a federal department or agency issues an initial solicitation for a contract or order and the date of the award of the contract or order.” While this definition supports identifying and addressing causes of procurement delays and meets the intent of the direction in Section 886 of the 2018 National Defense Authorization Act (NDAA), the extent of alignment between this definition and Air Force contracting execution is unclear. This research explores the alignment between the January 2021 PALT definition and Air Force contracting execution from October 1, 2015, to December 31, 2021. By applying qualitative content, policy, and Air Force internal metrics analyses, the findings indicate that the current Office of Federal Procurement Policy’s (OFPP) definition of PALT does not measure the majority of policies issued to reduce lead times and that the current metrics tracked by the Air Force do not cover the impact of those policies. This research recommends using a metric that captures pre-solicitation lead time to give the Air Force valuable insight into procurement delays and achieved efficiencies and include more process-based metrics to understand and identify procurement delays.Civilian, Department of the Air ForceCivilian, Department of the Air ForceApproved for public release. Distribution is unlimited