Shareholder (and Director) Fiduciary Duties and Shareholder Activism

Recent attention to shareholder activism in the business and academic press has ignored the legal ramifications of that phenomenon. Under current law, shareholders are neither principals nor agents of the corporation, the board of directors, or the other shareholders; those seeking to increase shareholder power must confront this legal reality. Specifically, proposals for increased shareholder power on the one hand and recent investor attempts to gain actual management control on the other must both be considered in light of the shareholders’ lack of fiduciary responsibility. Moreover, all directors, including those representing “activist” shareholders, are obligated to exercise independent judgment about the best interests of the corporation and may not delegate their decision-making duty either to an individual activist shareholder or to an electoral majority of shareholders

The Use and Misuse of Disclosure as a Regulatory System

Over the past several decades, legislators and regulators have increasingly turned to disclosure schemes, rather than substantive regulation, to accomplish regulatory goals. Most of these schemes are either expressly or impliedly based on the disclosure-based regulatory system established by the securities acts, which is primarily intended to provide information to traders in an established market and thereby to enhance the operation of the market. A secondary purpose of the securities acts is to alter the behavior of firms and individuals through the operation of the market. Other disclosure schemes usually have similar purposes, but they rarely operate in a market akin to the financial markets. As a result, the mechanism by which the disclosure scheme is expected to accomplish its purpose is often obscure. Where there is a specified mechanism for the operation of the disclosure system, it often fails to take account of the way individuals and firms process and react to information. This Article examines the purposes and operation of both securities disclosure and other disclosure schemes and the limitations on the usefulness of disclosure as a regulatory method. The Article then describes criteria for the use and design of disclosure systems as regulatory tools that take into consideration realistic benefits and costs of the disclosure regime

The Influence of Higher Fock States in Light-Cone Gauge Theories

In the light-cone Fock state expansion of gauge theories, the influence of non-valence states may be significant in precision non-perturbative calculations. In two-dimensional gauge theories, it is shown how these states modify the behaviour of the light-cone wavefunction in significant ways relative to endemic choices of variational ansatz. Similar effects in four-dimensional gauge theories are briefly discussed.Comment: 4 pages, REVTE

String Spectrum of 1+1-Dimensional Large N QCD with Adjoint Matter

We propose gauging matrix models of string theory to eliminate unwanted non-singlet states. To this end we perform a discretised light-cone quantisation of large N gauge theory in 1+1 dimensions, with scalar or fermionic matter fields transforming in the adjoint representation of SU(N). The entire spectrum consists of bosonic and fermionic closed-string excitations, which are free as N tends to infinity. We analyze the general features of such bound states as a function of the cut-off and the gauge coupling, obtaining good convergence for the case of adjoint fermions. We discuss possible extensions of the model and the search for new non-critical string theories.Comment: 20 pages (7 figures available from authors as postscipt files), PUPT-134

The spectrum of states with one current acting on the adjoint vacuum of massless QCD2

We consider a ``one current'' state, which is obtained by the application of a color current on the ``adjoint'' vacuum. This is done in $QCD_2$, with the underlying quarks in the fundamental representation. The quarks are taken to be massless, in which case the theory on the light-front can be ``currentized'', namely, formulated in terms of currents only. The adjoint vacuum is shown to be the application of a current derivative, at zero momentum, on the singlet vacuum. We apply the operator $M^2=2P^+P^-$ on these states and find that in general they are not eigenstates of $M^2$ apart from the large $N_f$ limit. Problems with infra-red regularizations are pointed out. We discuss the fermionic structure of these states.Comment: 18 pages, no figures. v2: minor corrections. v3: added some clarifications and remarks, mainly on the contribution of zero modes. Typos corrected, references added. To appear in Nuclear Physics

The spectrum of multi-flavor QCD_2 and the non-Abelian Schwinger equation

Massless $QCD_2$ is dominated by classical configurations in the large $N_f$ limit. We use this observation to study the theory by finding solutions to equations of motion, which are the non-Abelian generalization of the Schwinger equation. We find that the spectrum consists of massive mesons with $M^2={e^2 N_f\over 2\pi}$ which correspond to Abelian solutions. We generalize previously discovered non-Abelian solutions and discuss their interpretation. We prove a no-go theorem ruling out the existence of soliton solutions. Thus the semi-classical approximation shows no baryons in the case of massless quarks, a result derived before in the strong-coupling limit only.Comment: 17 pages, Latex. 1 figur

Glueball calculations in large-N_c gauge theory

We use the light-front Hamiltonian of transverse lattice gauge theory to compute from first principles the glueball spectrum and light-front wavefunctions in the leading order of the 1/N_c colour expansion. We find 0^{++}, 2^{++}, and 1^{+-} glueballs having masses consistent with N_c=3 data available from Euclidean lattice path integral methods. The wavefunctions exhibit a light-front constituent gluon structure.Comment: 4 pages, 2 figures, uses macro boxedeps.tex, minor corrections in revised versio

Transverse Lattice Approach to Light-Front Hamiltonian QCD

We describe a non-perturbative procedure for solving from first principles the light-front Hamiltonian problem of SU(N) pure gauge theory in D spacetime dimensions (D>2), based on enforcing Lorentz covariance of observables. A transverse lattice regulator and colour-dielectric link fields are employed, together with an associated effective potential. We argue that the light-front vacuum is necessarily trivial for large enough lattice spacing, and clarify why this leads to an Eguchi-Kawai dimensional reduction of observables to 1+1-dimensions in the infinite N limit. The procedure is then tested by explicit calculations for 2+1-dimensional SU(infinity) gauge theory, within a first approximation to the lattice effective potential. We identify a scaling trajectory which produces Lorentz covariant behaviour for the lightest glueballs. The predicted masses, in units of the measured string tension, are in agreement with recent results from conventional Euclidean lattice simulations. In addition, we obtain the potential between heavy sources and the structure of the glueballs from their light-front wavefunctions. Finally, we briefly discuss the extension of these calculations to 3+1-dimensions.Comment: 55 pages, uses macro boxedeps.tex, minor corrections in revised versio