Proceduralism: Delaware’s Legacy

“for law students or others who think of law as just a kind of a blunt instrument in which there are judgments and damages at the end of it, the fact is that the law grows through a sort of a conversation in the opinions . . .”1 This article examines the Delaware courts’ 1980s shift from managerialism to a theory I label proceduralism. I argue that managerialism, which justified corporate law’s deference to directors in the preceding fifty years, was corporate law’s response to social, political, and cultural concerns outside corporations. At the turn of the twentieth century, corporations and their managers were empowered to fight socialism by protecting the interests of workers, while in the midcentury, corporations became the first line of defense against the threats of totalitarianism and later the Cold War. Corporate directors were viewed as heroes and their power justified as necessary for the survival of American democracy. By the 1980s, however, in response to numerous hostile acquisitions, decisions of the Delaware Supreme Court appeared to discard managerialism as the Court used the fairness standard to review, and even invalidate, directors’ actions. Yet, as this Article demonstrates, the Court did not abandon its deference to corporate directors. Rather, the Court substituted proceduralism for managerialism as a theory justifying managerial power. Grounded in the concept of fairness, specifically fair dealing, proceduralism is the idea that certain procedures—for example, authorization by disinterested directors or ratification by shareholders—ensure maximization of value, and that corporate law should focus on incentivizing corporate directors to follow these procedures by assuring them that, when they so do, their actions will not be subject to judicial review. Proceduralism was cemented into law in the decades following the hostile takeover boom, as the Delaware Chancery Court enmeshed fair dealing, or fair procedure, with the presumption of the business judgment rule, assuring directors that if they followed the procedural frameworks suggested by the Court, their actions will receive the protection of the business judgment rule, whether such actions offered their shareholders a fair price or a price at all. By the twentieth century’s end, Delaware corporate law became fixated on internal processes rather than discretion and expertise; proceduralism became Delaware’s legacy

Shareholder Wealth Maximization: Variations on a Theme

In the debate over whether a corporation’s primary purpose is to make money for shareholders or protect the interests of all stakeholders, including employees and customers, some argue that corporate law requires directors and corporations to serve primarily shareholder economic interests. This paper\u27s review of the history of corporate law suggests otherwise. Analysis of the cases reveals that judges did not sanction “shareholder wealth maximization,” but used that rhetoric to legitimate management’s dominion. Early in the twentieth century, amidst the rise of the publicly held corporation, insisting that corporations maximize profit for their shareholders was a means of protecting minority shareholders’ interests against potential abuse of power by the control group. By midcentury, however, courts began using the rhetoric of profit maximization to balance growing entrepreneurial freedom with assurances to individual shareholders, who were typically invested for steady income, that their investments would remain gainful. As courts moved away from strict prohibition of conflict-of-interest transactions to the more relaxed fairness standard, summarily dismissing allegations of breaches of fiduciary duties, judges included statements in dicta about profits the defendant directors generated for their corporations. In the 1980s, just as corporations and financiers replaced the minority, individual shareholder as typical plaintiffs in corporate litigation, the Delaware courts, informed by modern finance theory, explicitly made share price an element of the fairness standard of review. Revlon’s memorable charge that directors must get “the best price for the stockholders at a sale of the company” was an application of this standard. Since Revlon, shareholder wealth maximization has remained a powerful tool of assuring shareholders that corporations are run for their benefit while simultaneously guaranteeing corporate managers’ freedom, in fact providing directors with rhetoric to justify their actions

Fc-Engineered Therapeutic Antibodies: Recent Advances and Future Directions.

Monoclonal therapeutic antibodies have revolutionized the treatment of cancer and other diseases. Fc engineering aims to enhance the effector functions or half-life of therapeutic antibodies by modifying their Fc regions. Recent advances in the Fc engineering of modern therapeutic antibodies can be considered the next generation of antibody therapy. Various strategies are employed, including altering glycosylation patterns via glycoengineering and introducing mutations to the Fc region, thereby enhancing Fc receptor or complement interactions. Further, Fc engineering strategies enable the generation of bispecific IgG-based heterodimeric antibodies. As Fc engineering techniques continue to evolve, an expanding portfolio of Fc-engineered antibodies is advancing through clinical development, with several already approved for medical use. Despite the plethora of Fc-based mutations that have been analyzed in in vitro and in vivo models, we focus here in this review on the relevant Fc engineering strategies of approved therapeutic antibodies to finetune effector functions, to modify half-life and to stabilize asymmetric bispecific IgGs

Implementation of empirically validated interventions in managed care settings: The premarital relationship enhancement program (PREP)

In an age of managed care, how does the clinician best help couples in marital distress? Do the short-term protocols developed and tested in the laboratory really work in the average clinical setting? This project examined the feasibility and effectiveness of implementing a laboratory-based program designed to prevent the development of relationship distress within a health maintenance organization. Both men and women reported high satisfaction with the program and a subjective sense that it was helpful for their relationships. Specific suggestions are made for assisting therapists in using effective treatments for couples in managed care settings

Physical Activity Moderates the Relationship Between APOE4 Status and Working Memory: The Health and Retirement Study

The purpose of this study is to explore the relationship between physical activity and working memory decline among older adults with APOE4 status. The APOE4 allele is currently the strongest predictor of risk for Alzheimer\u27s disease and other related dementias. The publicly available data from the Health and Retirement Study was used to complete this Retrospective Longitudinal study. Three hypotheses were explored. H₁: It is expected that the presence of the APOE4 allele will be associated with worse overall working memory performance and a steeper rate of decline in working memory over time. H₂: Meanwhile, it is expected that participants that partake in a higher physical activity level will have better overall working memory performance and less decline in working memory than participants that only perform low or no activity. H₃: A moderation effect of physical activity on the relationship between working memory and APOE4 status is expected. A two-way repeated measure ANOVA was performed. Results indicted main effects for physical activity and years of education on the digit span task. Additionally, it was found that vigorous activity mitigates ill-effects of APOE4 on working memory. A statistical significance was found for the interaction between APOE4 status and physical activity. Findings suggest that physical activity may be prioritized as a primary intervention method for older and middle-aged APOE4 carriers

Treatment of the microfilaraemia of asymptomatic brugian filariasis with single doses of ivermectin, diethylcarbamazine or albendazole, in various combinations

Several new chemotherapeutic tools are now available for the control of lymphatic filariasis. Combinations of single doses of antifilarial drugs are generally superior to single drugs. The efficacy and safety of albendazole in combination with diethylcarbamazinc (DEC) or ivermectin, for the treatment of Brugia malayi infection, were investigated, for the first time, in an open, hospital-based study. Fifty-one asymptomatic microfilaraemics (with 108-4034 microfilariae/ml; median = 531) of both sexes and aged 14-70 years were randomly allocated to receive single-dose treatments of ivermectin (200 μg/kg) with diethylcarbamazine (DEC; 6 mg/kg), ivermectin (200 μg/kg) with albendazole (400 mg), DEC (6 mg/kg) with albendazole (400 mg), or albendazole (400 mg) alone. Albendazole alone had no effect on the microfilarial levels at the 1-year follow-up but both groups given DEC had significantly lower microfilaraemias ( P < 0.015 and P < 0.02) than that given ivermectin with albendazole. Overall, 47%-64% of those given DEC but only 14% of those given ivermectin with albendazole appeared to be amicrofilaraemic 1 year post-treatment. The adverse reactions seen in the study were mild, transient and qualitatively similar to those seen earlier with ivermectin and DEC. The combination of DEC and albendazole, both well tested drugs, offers a new option for countries such as India where there is no onchocerciasis or loiasis and where ivermectin may not be immediately available. The direct and indirect effects of albendazole on intestinal helminths would be additional benefits

A genome-wide genetic signature of Jewish ancestry perfectly separates individuals with and without full Jewish ancestry in a large random sample of European Americans

A principal components analysis of genomic information showed that individuals with full Jewish ancestry formed a clearly distinct cluster from those individuals with no Jewish ancestry

'A Nation of Poets and Thinkers' - Less So with Eastern Enlargement? Austria and Germany

Many people in the European Union fear that Eastern Enlargement will lead to major job losses. More recently, these fears about job losses have extended to high skill labor and IT jobs. The paper examines with new firm level data whether these fears are justified for the two neighboring countries of Eastern Enlargement Austria and Germany. We find that Eastern Enlargement leads to surprising small job losses, because jobs in Eastern Europe do not compete with jobs in Austria and Germany. Low cost jobs of affiliates in Eastern Europe help Austrian and German firms to stay competitive in an increasingly competitive environment. However, we also find that multinational firms in Austria and Germany are outsourcing the most skill intensive activities to Eastern Europe taking advantage of cheap abundant skilled labor in Eastern Europe. We find that the firms' outsourcing activities to Eastern Europe are a response to a human capital scarcity in Austria and Germany which has become particularly severe in the 1990s. Corporations' outsourcing of skill intensive firm activity to Eastern Europe has helped to ease the human capital crisis in both countries. We find that high skilled jobs transferred to Eastern Europe account for 10 percent of Germany's and 48 percent of Austria's supply of university graduates in the 1990s. We then discuss what can be done to address the skill exodus to Eastern Europe. We show that R&D subsidies do not work in economies with a skill crisis and we suggest to liberalize the movement of high skill labor with Eastern Enlargement

Experiences of At-Risk Women in Accessing Breastfeeding Social Support During the Covid-19 Pandemic

Background: With strict public health measures implemented in March 2020 due to the COVID-19 pandemic, many breastfeeding parents, who are within an at-risk population, have experienced limited formal and/or informal breastfeeding social support. In the Canadian context, the experiences of these women is unknown. Research Aim: To explore the experiences of at-risk postpartum breastfeeding women in accessing formal and informal breastfeeding social support during the COVID-19 pandemic. Methods: This was a prospective, longitudinal interpretive description study using mixed methods. Data were gathered using an online survey and one 52–112-min semi-structured interview at 12-weeks postpartum. At-risk breastfeeding participants were those who lack social support and had at least one of the following: age \u3c 25 years; experiencing or had experienced intimate partner violence; or of low income. We sought participants’ experiences of accessing breastfeeding social support during the first few months of the COVID-19 pandemic/lockdown. Seven participants completed the survey and the interview. Results: Participants identified that the COVID-19 pandemic created barriers to accessing formal and informal breastfeeding social support, which stemmed from public health restrictions and difficulties communicating online with families and healthcare providers. Additionally, participants identified that the COVID-19 pandemic/lockdowns facilitated feelings of connectedness, protection, and resiliency. Conclusion: We provide preliminary insight into the experiences of trying to access breastfeeding social support during the COVID-19 pandemic. Future researchers should seek to prioritize improved communication and resources in supporting breastfeeding during COVID-19 and future pandemics/lockdowns

Galerkin Method in the Gravitational Collapse: a Dynamical System Approach

We study the general dynamics of the spherically symmetric gravitational collapse of a massless scalar field. We apply the Galerkin projection method to transform a system of partial differential equations into a set of ordinary differential equations for modal coefficients, after a convenient truncation procedure, largely applied to problems of turbulence. In the present case, we have generated a finite dynamical system that reproduces the essential features of the dynamics of the gravitational collapse, even for a lower order of truncation. Each initial condition in the space of modal coefficients corresponds to a well definite spatial distribution of scalar field. Numerical experiments with the dynamical system show that depending on the strength of the scalar field packet, the formation of black-holes or the dispersion of the scalar field leaving behind flat spacetime are the two main outcomes. We also found numerical evidence that between both asymptotic states, there is a critical solution represented by a limit cycle in the modal space with period $\Delta u \approx 3.55$.Comment: 9 pages, revtex4, 10 ps figures; Phys. Rev. D, in pres