A More Realistic Approach to Directors\u27 Duties

Expectations for what fiduciary duties can achieve in the corporate context are unrealistic. This segment of the law—and the alleged deficiencies therein—are blamed for corporate scandals, securities fraud, failed business plans, and even a company\u27s insolvency. Risk is, however, inherent in business, and human beings are flawed. Fiduciary duty law cannot change these basic facts. To the extent we think it can, we will continue to be disappointed and frustrated. This essay considers recasting (and to a greater extent codifying) directors’ duties in a positive frame to help foster better director oversight. It does not suggest that codifying greater clarity into directors’ duties would result in more or less director liability; rather, the primary objective would be to improve director performance outside of the litigation sphere

Life of John Brown

Citation: Harner, James William. Life of John Brown. Senior thesis, Kansas State Agricultural College, 1900.Morse Department of Special CollectionsIntroduction: John Brown’s ancestors on his father’s side came over from England in the Mayflower. They were characterized by having large families, and living to be very old; some of them reaching one hundred years. On his mother’s side, the family came from England at an early date. Both families produced warriors who fought in the War of 1812. Some of them were at one time members of the legislature of the state in which they lived, and also held other offices of responsibility. They were always respected, law abiding citizens. Captain John Brown, the son of Owen and Ruth brown, was born in Farmington, Litchfield County, Connecticut, May 9, 1800. When he was five years old, his father moved to Ohio. His father learned the art of tanning, then he began raising sheep and cattle for a living. John was sent to a friend of his father’s to be taught, but when he was nearly ready to enter college, his eyes were so weakened by hard study that he was compelled to give up all school work. He had early been taught at home to fear God and to treat man and beast with the utmost kindness. He frequently went on long journeys with droves of cattle, driving them alone. It was during one of these journeys that he saw a slave misused, and he then and there declared eternal war against slavery. When he was fifteen years old he went into the tanning business under his father. It is said that he would not sell the leather until it was entirely dry for fear of selling water as leather

Mitigating Financial Risk for Small Business Entrepreneurs

Financial distress by definition threatens a company’s viability. Entrepreneurial and start-up entities are particularly vulnerable to this threat. Yet, much of the discussion following the recent recession focuses almost exclusively on financial institutions and “too-big-to-fail” entities. This essay re-examines lessons gleaned from the recession in the context of smaller, entrepreneurial entities. Specifically, it analyzes how small business entrepreneurs might invoke principles of enterprise risk management to mitigate the long-term impact of financial distress on their business models. It also considers related refinements to extant small business regulations, including the U.S. bankruptcy laws. The essay’s primary objective is to help policymakers, entrepreneurs and investors rethink financial distress and recognize opportunities for “successful failures

Entropy increase in switching systems

The relation between the complexity of a time-switched dynamics and the complexity of its control sequence depends critically on the concept of a non-autonomous pullback attractor. For instance, the switched dynamics associated with scalar dissipative affine maps has a pullback attractor consisting of singleton component sets. This entails that the complexity of the control sequence and switched dynamics, as quantified by the topological entropy, coincide. In this paper we extend the previous framework to pullback attractors with nontrivial components sets in order to gain further insights in that relation. This calls, in particular, for distinguishing two distinct contributions to the complexity of the switched dynamics. One proceeds from trajectory segments connecting different component sets of the attractor; the other contribution proceeds from trajectory segments within the component sets. We call them “macroscopic” and “microscopic” complexity, respectively, because only the first one can be measured by our analytical tools. As a result of this picture, we obtain sufficient conditions for a switching system to be more complex than its unswitched subsystems, i.e., a complexity analogue of Parrondo’s paradox

Social Determinants of Health and What Mothers Say They Need and Want After Release From Jail.

Identifying the biopsychosocial needs of mothers who have been released from jail is critical to understanding the best ways to support their health and stability after release. In May through August 2014, we interviewed 15 mothers who had been released from an urban jail about their reentry experiences, and we analyzed transcripts for themes. Eight domains of community reentry emerged through analysis: behavioral health services, education, employment, housing, material resources, medical care, relationships with children, and social support. Participants defined barriers to successful reentry, which paralleled the social determinants of health, and shared suggestions that could be used to mitigate these barriers

Teaching Business Law Through an Entrepreneurial Lens

The legal market has changed. Although change creates uncertainty and fear, it also can create opportunity. This essay explores the opportunity for innovation in the business law curriculum, and the role of simulation to help create more practice-aware new lawyers

Water consumption of an evaporative cooling system in the midwest

Dairy Research, 2009 is known as Dairy Day, 2009Water meters were installed on the evaporative cooling system of a long, low-profile, cross-ventilated dairy in the upper Midwest. The evaporative pad along the west side measured 10 by 350 ft. The water usage per unit surface area of the evaporative pad was 0.29 gallons/hour per square foot of evaporative pad surface area. The total daily water usage per stall averaged 13 gallons with a maximum of 22.7 gallons. Results from this study indicate that peak hourly water usage may be as much as 3 times the average values. The evaporative pad efficiency was 65% between noon and 0800 hours and 79% between midnight and 0400 hours

Health implications of an immigration raid: findings from a Latino community in the midwestern United States.

Immigration raids exemplify the reach of immigration law enforcement into the lives of Latino community members, yet little research characterizes the health effects of these raids. We examined the health implications of an immigration raid that resulted in multiple arrests and deportations and occurred midway through a community survey of a Latino population. We used linear regression following principal axis factoring to examine the influence of raid timing on immigration enforcement stress and self-rated health. We controlled for age, sex, relationship status, years in the county in which the raid occurred, children in the home, and nativity. 325 participants completed the survey before the raid and 151 after. Completing the survey after the raid was associated with higher levels of immigration enforcement stress and lower self-rated health scores. Findings indicate the negative impact of immigration raids on Latino communities. Immigration discussions should include holistic assessments of health.UL1 TR000433 - NCATS NIH HH

Disciplining Corporate Boards and Debtholders Through Targeted Proxy Access

Corporate directors committed to a failed business strategy or unduly influenced by the company’s debtholders need a dissenting voice—they need shareholder nominees on the board. This article examines the bias, conflicts, and external factors that impact board decisions, particularly when a company faces financial distress. It challenges the conventional wisdom that debt disciplines management, and it suggests that, in certain circumstances, the company would benefit from having the shareholders’ perspective more actively represented on the board. To that end, the article proposes a bylaw that would give shareholders the ability to nominate directors upon the occurrence of predefined events. Such targeted proxy access would incentivize boards to manage difficult operational and financial situations more proactively, while creating a reasonable oversight mechanism for shareholders if those efforts fail. The article also discusses ways for shareholders to use general proxy access in distressed situations to strengthen the shareholder perspective in, and add value to, boards’ negotiations with debtholders. Yet failing the utility of traditional, general proxy methodology, the article suggests that targeted proxy access is a more tailored solution that mitigates many of the concerns articulated in the proxy access debate and provides a better balance between management autonomy and accountability