Conflicted Mutual Fund Voting in Corporate Law

Recent Delaware jurisprudence establishes a disinterested vote of shareholders as the pathway out of heightened judicial scrutiny. The stated rationale for this policy is that shareholders, the real party at interest, are better protected by the ballot box than by the courtroom. As long as informed, disinterested shareholders with an economic stake in the outcome of the vote can effectively express their preferences through voting—the court need not scrutinize the underlying transaction. Rather, it can defer to the outcome under the business judgment rule. But shareholder voting is not always as direct as this reasoning implies. Instead, voting outcomes increasingly are determined not by those holding the ultimate economic interest but rather by institutional intermediaries who buy, hold, and vote shares on behalf of someone else. In this setting, there are several predictable circumstances under which institutional voting interests will depart from those of the underlying investors. This Article develops a typology of institutional investor conflicts of interest. We focus on mutual fund intermediaries, which are the key deciders of corporate elections and represent the interests of millions of investors when voting. We describe and document instances of Cross-Ownership Conflict (situations in which funds have interests on both sides of a transaction), Corporate Client Conflict (situations in which funds have an interest in currying favor with the managers of portfolio companies), and Uniform Policy Conflict (situations in which fund sponsors enforce a uniform voting policy irrespective of individual fund objectives). Our account provides a basis to reevaluate corporate law’s retreat from heightened judicial scrutiny. When mutual fund voting is subject to the conflicts we describe, the real parties in interest have not necessarily spoken in favor of the transaction. As such, courts should consider a broader set of conflicts when deciding whether the protection of the business judgment rule is warranted

A Mission Statement for Mutual Funds in Shareholder Litigation

This Article analyzes the conduct of mutual funds in shareholder litigation. We begin by reviewing the basic forms of shareholder litigation and the benefits such claims might offer mutual fund investors. We then investigate, through an in-depth docket review, whether and how the ten largest mutual funds participate in share-holder litigation. We find that although shareholder suits offer potential benefits, the largest mutual funds have essentially forfeited their use of litigation. This finding is particularly striking given that index funds and other long-term oriented mutual funds generally cannot sell their shares when they are dissatisfied with company performance, leaving them with only two levers in corporate governance—voting and suing. Mutual funds vote, but they do not sue. We analyze potential explanations for the failure of mutual funds to litigate on behalf of their investors. Collective action problems and conflicts of interest raise significant obstacles to mutual fund participation in shareholder litigation. Yet, we argue, there are situations in which shareholder litigation could create value for mutual fund investors. We therefore turn to the normative question: How should mutual funds litigate on behalf of their investors? Answering this question allows us to articulate a mission statement for mutual funds in shareholder litigation. Our mission statement is grounded on the perspective of the broadly diversified “market investor.” The repeat-play incentives and broad diversification of many mutual funds, index funds in particular, suggests that they could create value by focusing principally on deterrence objectives. Mutual funds should bring share-holder suits against portfolio companies when doing so would meaningfully enhance deterrence. They should also scrutinize the litigation brought by other share-holders, objecting to outcomes that fail to promote meaningful deterrence. At the same time, mutual funds should focus on compensatory goals in litigation against nonportfolio defendants because extra portfolio claims do not raise circularity concerns. In addition, mutual funds should consider whether litigation can be used to implement corporate governance reforms. Finally, in all cases, mutual funds should closely monitor litigation agency costs. We close by suggesting ways in which the incentives of mutual funds might be restructured to bring about these changes

The Lantern Vol. 22, No. 1, December 1953

• Mrs. K. • The Death of Israel Chauncey • The Tramp • The Man Who Remembered the Future • Music, When Soft Voices Die... • Cloud-Horses • Faith • Hymn To What Might Have Been • In Autumn • Reverie • A Lantern • A Taste of Perfection • A Reverie • Small Dog • Rhapsody of Life • From the Tower Window • Ethelred Ihttps://digitalcommons.ursinus.edu/lantern/1061/thumbnail.jp

The Ursinus Weekly, March 9, 1953

Curtain Club reveals cast for Spring play • Y groups to have visitor; March 18 to be panel date • Dr. Chandler to be speaker at IRC banquet March 16 • Jones shows slides tonight • 15 new members join campus sororities at noon Friday • Young pianist to give recital Thursday night • Fatemi to speak at April 8 forum • Mary Jane Allen elected new editor; Armstrong managing editor of Weekly • Seminar hears Rev. J. Bishop • Group 3 holds rehearsals for A Phoenix too Frequent • Snell\u27s Belles to play Bears in basketball game Tues. night • Bus ads to hear Ferguson • Scottie Gillespie reads Burns Tues. • Meistersingers reveal dates • Debaters defeat Temple • Editorials: Comments and regrets • Pre-meds to hear speakers • Ursinus men model fabulous corsage creations at Lorelei • Work and wisdom are combined by many Ursinusites • The Bell and I (Teller tells inside tale) • Bears close season with 90-63 loss to Delaware • Mermaids nipped by Beaver, 29-28 • Snell\u27s Belles capture sixth consecutive victory • Belles hand Penn 56-41 defeat; 37 fouls called • Ursinus finishes eighth in eastern championships • Underclassmen are victorious over upperclassmen, 68-63 • Ed Dawkins captures M.A.C. wrestling crown • Junior prom to be April 24 • Soph hop to be Fridayhttps://digitalcommons.ursinus.edu/weekly/1515/thumbnail.jp

The Ursinus Weekly, February 9, 1953

Mrs. Pancoast to be speaker at Color Day • WAA gives show tonite • Curtain Club picks play; Reveals new raise system • Y invites new members to dinner Feb. 11 • Frosh to give dance Feb. 13 • Sororities schedule dinner dance dates • Alumni office hours posted • 17 new students, 10 men, 7 women, enroll at Ursinus • Thespians to give two plays, Feb. 24 • Bus. ads to hear co. pres • Frats enter rushing week • May Queen elections to be held next Mon. • Larry Miller\u27s orchestra chosen to play at Lorelei • Yost, Jones begin TV lectures on University of Air • Sixth annual foreign policy institute to be held Feb. 27 • Staiger receives doctor\u27s degree • Ruby sponsors movie series; Yearbook snapshots due Wed. • Pre-meds to hear doctor • Editorials: Idea behind the rule • Bridge tournament to be held in Day Study, Feb. 19 • French Club works on play • Letters to the editor • Scouts to present movie • Lantern deadline Feb. 15; Business manager needed • Jones reads at lit reading • Feb. 12, 22: Famous birthdays still celebrated on campus • Changes in school policy revealed in recent interview • Special day presents itself on Feb. 14 for Ig and Oog • Steward reveals kitchen statistics • Bears crushed by Drexel in league game, 74-50 • Harris sparks Bears to 78-75 win over P.M.C.: Ursinus applies pressure on leaders of Middle Atlantic Conference • Belles split Drexel games • Grapplers lose to Lafayette • Derr paces intramurals • Lehigh romps over Bears in very fast game, 97-52 • Girls play intramural games • Chem society to see filmshttps://digitalcommons.ursinus.edu/weekly/1511/thumbnail.jp

The Ursinus Weekly, February 25, 1952

Frats begin rushing for new pledges • Sororities to start rushing March 3 • Any student urged to try out for Spring production • Freshman dance to be celestial • Group plays postponed • History of Anglo-Egyptian relations traced by speaker • Jeanne Careless chosen queen • Campaign against cutting campus begun by WSGA • Newman Club hears psychology talk • Blood donations sought again here • Piano-violin concert received favorably by Ursinus audience • Economics of marriage discussed at seminar • Fastnacht ball planned by clubs • Editorials: Needed - codified law; Is Korean War necessary? • Student Union ideas given • Five initiated into Rosicrucians society • Canterbury Club holds supper • Engagement • Forum tickets available • Former German student comes to Ursinus this semester • Dr. C. L. Chandler receives honor • Mr. Dolman gives Twain selections at English readings • Guest lecturer tells of history of aeronautics • Ursinus students glimpse preview of Mardi Gras scene • Grizzlies trounce Textile to break losing streak • Badminton squad defeats Rosemont in opening game • Beaver College basketball team deadlocks Snell\u27s Belles at 25 • Girls\u27 intramural loop is underway • Beaver hands Ursinus Mermaids first loss • Penn JVs overpower girls\u27 badminton team • Chess Club wins • Grizzlies defeated by Bucknell team • Ursinus quintet stifles Ford rally to win 71-51 • League I champs may be crowned in tonight\u27s play • Doctor speaks on psychiatry to studentshttps://digitalcommons.ursinus.edu/weekly/1535/thumbnail.jp

The Iowa Homemaker vol.18, no.3

Inside Information, page 1 Our Heritage by Daisy Mary Kimberley, page 2 Welcome by Genevieve Fisher, Dean, Home Economics Division, page 3 We Wondered “How?” – So We Asked by Berniece Williams, page 4 Behind the Kitchen Door by Myrtle Marie Campbell, page 5 Shopper Sally at Your Service by Barbara Field, page 6 Conventioning from Coast to Coast by Alvina Iverson, page 7 All Aboard for Mortar Board by Jane Currie, page 7 Dear Freshman, by Winnifred Cannon, page 8 Equipment Economics by Gwen Griffith, page 9 What’s New in Home Economics edited by Marjorie Pettinger, page 10 Coed Training for Football by Ida Halpin, page 12 “This Is the Way We Wash Our Clothes” by Marian Abbott, page 13 Alums in the News by Faithe Danielson, page 14 How Do You Rate? by Dorothy Evans, page 16 Behind Bright Jackets, page 18 To Your Dresser by Eunice Anderson, page 20 Keeping Posted by the editor, page 2

Melanoma cells break down LPA to establish local gradients that drive chemotactic dispersal.

The high mortality of melanoma is caused by rapid spread of cancer cells, which occurs unusually early in tumour evolution. Unlike most solid tumours, thickness rather than cytological markers or differentiation is the best guide to metastatic potential. Multiple stimuli that drive melanoma cell migration have been described, but it is not clear which are responsible for invasion, nor if chemotactic gradients exist in real tumours. In a chamber-based assay for melanoma dispersal, we find that cells migrate efficiently away from one another, even in initially homogeneous medium. This dispersal is driven by positive chemotaxis rather than chemorepulsion or contact inhibition. The principal chemoattractant, unexpectedly active across all tumour stages, is the lipid agonist lysophosphatidic acid (LPA) acting through the LPA receptor LPAR1. LPA induces chemotaxis of remarkable accuracy, and is both necessary and sufficient for chemotaxis and invasion in 2-D and 3-D assays. Growth factors, often described as tumour attractants, cause negligible chemotaxis themselves, but potentiate chemotaxis to LPA. Cells rapidly break down LPA present at substantial levels in culture medium and normal skin to generate outward-facing gradients. We measure LPA gradients across the margins of melanomas in vivo, confirming the physiological importance of our results. We conclude that LPA chemotaxis provides a strong drive for melanoma cells to invade outwards. Cells create their own gradients by acting as a sink, breaking down locally present LPA, and thus forming a gradient that is low in the tumour and high in the surrounding areas. The key step is not acquisition of sensitivity to the chemoattractant, but rather the tumour growing to break down enough LPA to form a gradient. Thus the stimulus that drives cell dispersal is not the presence of LPA itself, but the self-generated, outward-directed gradient

Skunk River Review Fall 1995, Vol 7

https://openspace.dmacc.edu/skunkriver/1016/thumbnail.jp

Physical rehabilitation interventions for adult patients with critical illness across the continuum of recovery:an overview of systematic reviews protocol

Background: Patients admitted to the intensive care unit with critical illness often experience significant physical\ud impairments, which typically persist for many years following resolution of the original illness. Physical rehabilitation\ud interventions that enhance restoration of physical function have been evaluated across the continuum of recovery\ud following critical illness including within the intensive care unit, following discharge to the ward and beyond hospital\ud discharge. Multiple systematic reviews have been published appraising the expanding evidence investigating these\ud physical rehabilitation interventions, although there appears to be variability in review methodology and quality. We\ud aim to conduct an overview of existing systematic reviews of physical rehabilitation interventions for adult intensive\ud care patients across the continuum of recovery.\ud Methods/design: This protocol has been developed according to the Preferred Reporting Items for Systematic\ud Reviews and Meta-Analyses Protocol (PRISMA-P) guidelines. We will search the Cochrane Systematic Review Database,\ud Database of Abstracts of Reviews of Effectiveness, Cochrane Central Register of Controlled Trials, MEDLINE, Excerpta\ud Medica Database and Cumulative Index to Nursing and Allied Health Literature databases. We will include systematic\ud reviews of randomised controlled trials of adult patients, admitted to the intensive care unit and who have received\ud physical rehabilitation interventions at any time point during their recovery. Data extraction will include systematic\ud review aims and rationale, study types, populations, interventions, comparators, outcomes and quality appraisal\ud method. Primary outcomes of interest will focus on findings reflecting recovery of physical function. Quality of\ud reporting and methodological quality will be appraised using the PRISMA checklist and the Assessment of Multiple\ud Systematic Reviews tool.\ud Discussion: We anticipate the findings from this novel overview of systematic reviews will contribute to the synthesis\ud and interpretation of existing evidence regarding physical rehabilitation interventions and physical recovery in post-critical\ud illness patients across the continuum of recovery