Cyclical quality assurance of examinations is critical but causality needs to be attributed carefully

The work of Khafagy and colleagues, reported in this issue, is a reminder of the need to undertake quality assurance activities for high stakes examinations, including the individual items that make up the examination. Quality assurance provides evidence to the candidates taking the examination, and to those who rely on its results, of its validity and reliability. It is also important for another, often forgotten, group of stakeholders: the item writers

Berle and Social Businesses: A Consideration

Adolf Berle and Gardiner Means’s The Modern Corporation and Private Property has been thoroughly mined by scholars and used to support numerous theses, yet it still provides a rich source for consideration. Corporate legal theory has not yet determined how best to treat the issue of separation of ownership and control or fully resolved “who should receive the profits of industry.” Berle’s belief that corporate powers should be exercised in trust for shareholders has had limited traction, but his ideas continue to influence debate. This Article takes Berle’s statement that “when a convincing system of community obligations is worked out . . . the passive property right of today must yield before the larger interests of society” to argue for the creation of social businesses. Social businesses are entities that are profit-making, but not profit-maximizing—non-loss, non-dividend firms dedicated to serving a social goal. Just as The Modern Corporation was, in part, a response to the political and economic times in which it was written, our current economic struggles and the wrath directed at corporate communities provide an opportunity to consider alternatives to current business models and to think about how we might expand our view of the role and purpose served by business entities by encouraging social ventures. Such an expansion will benefit not only the populations reached by businesses’ activities, but also the perception of business itself. Some may doubt that social businesses can be created and maintained. After explaining the concept of social businesses and why Berle might have supported their creation, I will suggest legal frameworks that could accommodate them and discuss several social businesses currently in operation in Bangladesh. By no means do I suggest that all businesses should operate in the social business form. I argue instead that there is room for both traditional profit-maximizing firms and social businesses in the corporate lexicon, and that the addition of social businesses will greatly enrich the landscape. Berle was prescient in noting, “[B]usiness practice is increasingly assuming the aspect of economic statesman-ship.” Business entities play a critical role in society, beyond their economic impact. Social businesses allow the “social” aspect of the social science of economics to regain credibility in the conversation about the function of business

Breaking the Bank: Reconsidering Central Bank of Denver after Enron and Sarbanes-Oxley

This Article addresses one small aspect of gatekeeper liability, arguing that it is time to reinstate aiding and abetting liability for such secondary actors in suits brought by private parties under Section 10(b) and Rule I Ob-5 of the Securities Exchange Act of 1934 (the \u2734 Act ).\u27 Although the Securities Exchange Commission (the SEC ) currently has the authority to pursue such claims, the Supreme Court in Central Bank of Denver, N.A. v. First Interstate Bank of Denver, N.A. ( Central Bank )2 held that private parties do not. Because aiding and abetting liability is an important weapon in the fight to deter corporate fraud and because the Supreme Court is unlikely to reverse its course on the issue, Congress must act. It could easily do so by adding a provision to the Public Company Accounting and Investor Protection Act of 2002, commonly known as the Sarbanes-Oxley Act ( Sarbanes-Oxley, or SOX ) 3 expressly authorizing a private right of action for aiding and abetting liability under Section 10(b) and Rule lOb-5