Introduction to the Symposium Convergence on Delaware: Corporate Bankruptcy and Corporate Governance

Bankruptcy is back. The use of Chapter 11 by large, publicly held firms was a subject of much debate in the academic and popular press in the late 1980s and the early 1990s. Firms such as Texaco, Revco, LTV, Federated Department Stores, Maxwell Communications, TWA, and Eastern Airlines all filed for bankruptcy during that time. The economic boom of the mid- and late 1990s, however, resulted in a relative dearth of high-profile bankruptcy cases. The recent economic downturn has moved corporate reorganizations back into the spotlight. The Chapter 11 filings by firms such as Enron, Global Crossing, the Loewen Group, US Airways, United Airlines, and WorldCom have focused attention once again on Chapter 11. Yet today\u27s bankruptcy practice has changed notably since our last wave of major bankruptcies. The most visible change in the reorganization of large, publicly held companies in the past fifteen years has been the rise of the Delaware bankruptcy court. As of 1990, a firm looking to reorganize under Chapter 11 would most likely file its bankruptcy petition in the Southern District of New York. Today, such firms look first and foremost to Delaware, Indeed, other courts are changing their practices to mirror those of Delaware. This switch in the lead venue of reorganization practice raises two sets of questions. The first set of questions focuses directly on this trend. Delaware\u27s prominence in corporate law has spawned a decades-old debate over why firms choose Delaware and whether the forces that drive firms to Delaware create a body of corporate law that advances or impedes societal interests. The rise of the Delaware bankruptcy court raises similar inquiries. In short, we need to explore why firms now choose to file for reorganization in Delaware, and whether the switch to Delaware is one that should be applauded or condemned

Corporate Governance Reform and Reemergence from Bankruptcy: Putting the Structure Back in Restructuring

A company\u27s descent into bankruptcy may result from one or more troubling factors. Often the failing enterprise has adopted a poor business model, been led by deficient management, or labored under an unworkable capital structure. More often than not, a business failure is also accompanied by a less-than-ideal corporate governance structure within the organization. The failure to adopt an effective corporate governance model often leads to a sterile, inactive board of directors and may hasten a firm\u27s demise. Conversely, proper corporate governance may prevent a business\u27s slide into Chapter 11. Indeed, several studies have demonstrated a strong relationship between corporate performance and effective corporate governance.\u27 Board independence and equity ownership, along with the mantras of good governance, can create an environment in which management is effectively monitored and bankruptcy generally is avoided. But what happens when an organization does fail? Traditionally, the focus in Chapter 11 restructurings has been on financial and managerial reform, largely ignoring equally important issues of firm governance. Attention to governance concerns, however, can greatly benefit firms emerging from bankruptcy. In reorganization, a failed firm stands at a critical juncture at which it must take a course of action that will ensure its successful revival. This course of action must include the restructuring of its corporate governance structure to incorporate, inter alia, both the election of independent outside directors and the use of equity ownership to incentivize these directors to effectively monitor management. In order to promote the firm\u27s sound future, the debtor must undertake both this corporate restructuring and the traditional financial and managerial restructuring that occurs during Chapter 11. Business leaders within the firm, institutional investors, and even bankruptcy judges can influence and encourage a firm\u27s decision to reform its governance structure. Indeed, many institutional investors currently demand the placement of independent, outside directors on the board prior to any infusion of additional capital. Bankruptcy judges must utilize the feasibility requirement to inquire into the firm\u27s efforts at corporate governance reform, while the debtor company must create the kind of vital board that is crucial to its future survival and success. Whether on the road to or from bankruptcy, firms will benefit from adopting an effective corporate governance structure. The adoption of an independent board and an equity ownership plan, as urged by governance theorists, is an essential means of ensuring the firm\u27s successful emergence from reorganization, future survival, and performance

The SEC\u27s Misguided Climate Disclosure Rule Proposal

The following article adapts and consolidates two comment letters submitted last spring by a group of twenty-two professors of finance and law on the SEC’s proposed climate change disclosure rules. The professors reiterate their recommendation that the SEC withdraw its proposal as legally misguided, while outlining some of the issues that the proposal will face when challenged in court

Serum procalcitonin elevation in critically ill patients at the onset of bacteremia caused by either gram negative or gram positive bacteria

<p>Abstract</p> <p>Background</p> <p>In the ICU, bacteremia is a life-threatening infection whose prognosis is highly dependent on early recognition and treatment with appropriate antibiotics. Procalcitonin levels have been shown to distinguish between bacteremia and noninfectious inflammatory states accurately and quickly in critically ill patients. However, we still do not know to what extent the magnitude of PCT elevation at the onset of bacteremia varies according to the Gram stain result.</p> <p>Methods</p> <p>Review of the medical records of every patient treated between May, 2004 and December, 2006 who had bacteremia caused by either Gram positive (GP) or Gram negative (GN) bacteria, and whose PCT dosage at the onset of infection was available.</p> <p>Results</p> <p>97 episodes of either GN bacteremia (<it>n </it>= 52) or GP bacteremia (<it>n </it>= 45) were included. Procalcitonin levels were found to be markedly higher in patients with GN bacteremia than in those with GP bacteremia, whereas the SOFA score value in the two groups was similar. Moreover, in the study population, a high PCT value was found to be independently associated with GN bacteremia. A PCT level of 16.0 ng/mL yielded an 83.0% positive predictive value and a 74.0% negative predictive value for GN-related bacteremia in the study cohort (AUROCC = 0.79; 95% CI, 0.71–0.88).</p> <p>Conclusion</p> <p>In a critically ill patient with clinical sepsis, GN bacteremia could be associated with higher PCT values than those found in GP bacteremia, regardless of the severity of the disease.</p

Researching the gender division of unpaid domestic work: practices, relationships, negotiations, and meanings

The paper focuses on the potential of quantitative research methods for sociologists who research the gender division of unpaid domestic work. To begin, it reflects on the emergence of the sociological interest in unpaid domestic work and identifies an early core concern with making invisible work visible. It is argued that quantitative research methods provide us with the most valuable opportunities for ‘recognising’ unpaid domestic work since they facilitate larger scale representative projects. However the data in most of the large scale surveys are scant, and fail to reflect developments in the conceptualisation of unpaid domestic work. Four areas of concern to contemporary sociology are identified: domestic work practices, relationships, negotiations and meanings. Given the complex questions that these four sub- topics raise, the paper proposes a range of sub-areas as a focus for ongoing sociological research into unpaid domestic work. It is concluded that despite the methodological challenges presented, detailed indicators of the multiple dimensions of unpaid domestic work need to be agreed so that valid information can be collected as routinely in large scale surveys as are those on paid work