Enforcing the Bargain v. Materiality Requirement: The Future of Disclosure-Only Settlements Post-Trulia

In In re Trulia, Inc. Stockholder Litigation, the Delaware Court of Chancery broke away from its tradition of routinely approving disclosure-only settlements and required disclosures to be material in order to cure the conflict of interest between plaintiff’s counsel and the plaintiff class. I argue that fairness of settlement is the only standard in approving class action settlements and fairness will not be achieved by requiring materiality. Shareholders are legally entitled to all material information, as the board’s fiduciary duty dictates. Thus, material disclosures are enforcement of a legal duty that is no consideration for the release of shareholder claims. On the other hand, fairness could be achieved by enforcing the bargain if the bargaining process was conducted fairly and in good faith. The agency problem and the conflict of interest between the plaintiff’s counsel and the plaintiff class can be resolved by judicial assessment on whether there was adequate representation based on the effort of the plaintiff’s counsel and the appropriate attorney fee award according to the well-established three-scale system in quantifying the appropriate attorney fees. In addition, overbroad releases can be rescinded under the contract doctrines of fraud and unconscionability if such settlements were fraudulently induced or the release is overbroad compared to the benefit that the disclosures conveyed

A trace formula for the forcing relation of braids

The forcing relation of braids has been introduced for a 2-dimensional analogue of the Sharkovskii order on periods for maps of the interval. In this paper, by making use of the Nielsen fixed point theory and a representation of braid groups, we deduce a trace formula for the computation of the forcing order.Comment: 24 pages, 9 figure

Wayfinding in Complex Multi-storey Buildings: A vision-simulation-augmented wayfinding protocol study

Wayfinding in complex multi-storey buildings often brings newcomers and even some frequent visitors uncertainty and stress. However, there is little understanding on wayfinding in 3D structure which contains inter-storey and inter-building travelling. This paper presents the method of vision-simulation-augmented wayfinding protocol for the study of such 3D structure to find its application from investigating pedestrians’ wayfinding behaviour in general-purpose complex multi-storey buildings. Based on Passini’s studies as a starting point, an exploratory quasi-experiment was developed during the study and then conducted in a daily wayfinding context, adopting wayfinding protocol method with augmentation by the real-time vision simulation. The purpose is to identify people’s natural wayfinding strategies in natural settings, for both frequent visitors and newcomers. It is envisioned that the findings of the study can inspire potential design solutions for supporting pedestrian’s wayfinding in 3D indoor spaces. From the new method developed and new analytic framework, several findings were identified which differ from other wayfinding literature, such as (1) people seem to directly “make sense” of wayfinding settings, (2) people could translate recurring actions into unconscious operational behaviours, and (3) physical rotation and constrained views, instead of vertical travelling itself, should be problems for wayfinding process, etc. Keywords: Wayfinding Protocol; Real-time Vision Simulation; 3D Indoor Space; Activity Theory; Structure of Wayfinding process</p