Corporate Gatekeeper in Ethical Perspective, The

The fallout from the financial crisis continues to inform the development of corporate and securities law, and the new regulatory landscape for economic activity within the United States is beginning to take form. This evolutionary process, however, has been anything but stable or certain. As might be expected, in concert with such momentous change in law and policy, recriminations for and associated investigations of past activity continue to affect competent regulators as well as market participants. Nevertheless, while many of the underlying causes of the financial crisis are now better understood by both policy makers and scholars, the question remains – given where we were, where do we go from here? While a definitive answer to such a question remains elusive, an additional perspective on the ethical issues of relevance to corporate and securities law may be helpful in considering the possible alternatives. In particular, the ethical rules of corporate gatekeepers in conflicts of interest scenarios are worthy of further consideration and discussion. This article presents the argument that cases involving conflicts of interest in the corporate and securities law space may be viewed as primarily calling into question the ethical rules of the corporate gatekeeper. In support of such an argument, this article sets forth a framework for conflicts of interest scenarios that takes into account four categories of legal rules – activity rules, disclosure rules, liability rules and ethical rules. In adopting such a framework, this article will elaborate on an ethical perspective will be elaborated to address the ongoing development of corporate and securities law. Further, this article proposes further analysis in relation to disclosure rules on conflicts of interest policies for Compensation Committees as mandated by Section 952 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. This article is the second in a series that explores the intersection of corporate law and legal ethics. Specifically, the present discussion concerns the foundations in doctrine and theory that may apply to issues of conflicts of interest within the ambit of corporate and securities law. Accordingly, the subject matter for discussion includes both rules of the professions – or first order ethical rules – and rules as may be prescribed by the competent authority – that is, second-order ethical rules

Returning to First Principles of Privilege Law: Focusing on the Facts in Internal Corporate Investigations

This is the published version

Doing Deals in Japan: An Analysis of Recent Trends & Developments for the U.S. Practitioner

This article examines the process which is currently being played out in Japan by: (i) analyzing the recent changes in Japanese law of relevance to M&A deals, (ii) discussing some recent contested deals in Japan that may shed some light on current market practices, and (iii) providing an overview of the key issues that a U.S. practitioner will likely face when working on a Japanese deal…A good starting point in better understanding the remarkable changes in the Japanese M&A markets is to review the recent amendments to Japanese law, certain policy initiatives by the functional regulators, and other guidelines issued by Japanese government agencies… In concert with the changes in Japanese law, we have seen an increase in the number of contested deals in Japan in recent years…[T]he challenge for the U.S. practitioner is to boil down the complexity of Japanese M&A to a list of key issues that should be reviewed in any transaction which involves Japanese entities…[W]e have set forth some of the main issues under Japanese law and U.S. securities laws that have often come into play in Japanese deals…The current Japanese M&A market presents opportunities for U.S. companies and their advisors that are arguably the most promising in recent history…[G]iven the challenges posed by the opportunities in the Japanese M&A market, the importance of well informed and considered decision-making will be essential in order to ensure that U.S. companies compete and succeed in doing Japanese deals

Relativistic Diskoseismology. I. Analytical Results for 'Gravity Modes'

We generalize previous calculations to a fully relativistic treatment of adiabatic oscillations which are trapped in the inner regions of accretion disks by non-Newtonian gravitational effects of a black hole. We employ the Kerr geometry within the scalar potential formalism of Ipser and Lindblom, neglecting the gravitational field of the disk. This approach treats perturbations of arbitrary stationary, axisymmetric, perfect fluid models. It is applied here to thin accretion disks. Approximate analytic eigenfunctions and eigenfrequencies are obtained for the most robust and observable class of modes, which corresponds roughly to the gravity (internal) oscillations of stars. The dependence of the oscillation frequencies on the mass and angular momentum of the black hole is exhibited. These trapped modes do not exist in Newtonian gravity, and thus provide a signature and probe of the strong-field structure of black holes. Our predictions are relevant to observations which could detect modulation of the X-ray luminosity from stellar mass black holes in our galaxy and the UV and optical luminosity from supermassive black holes in active galactic nuclei.Comment: 31 pages, 6 figures, uses style file aaspp4.sty, prepared with the AAS LATEX macros v4.0, significant revision of earlier submission to include modes with axial index m>

Understanding the UK hospital supply chain in an era of patient choice

Author Posting © Westburn Publishers Ltd, 2011. This is a post-peer-review, pre-copy-edit version of an article which has been published in its definitive form in the Journal of Marketing Management, and has been posted by permission of Westburn Publishers Ltd for personal use, not for redistribution. The article was published in Journal of Marketing Management, 27(3-4), 401 - 423, doi:10.1080/0267257X.2011.547084 http://dx.doi.org/10.1080/0267257X.2011.547084The purpose of this paper is to investigate the UK hospital supply chain in light of recent government policy reform where patients will have, inter alia, greater choice of hospital for elective surgery. Subsequently, the hospital system should become far more competitive with supply chains having to react to these changes as patient demand becomes less predictable. Using a qualitative case study methodology, hospital managers are interviewed on a range of issues. Views on the development of the hospital supply chain in different phases are derived, and are used to develop a map of the current hospital chain. The findings show hospital managers anticipating some significant changes to the hospital supply chain and its workings as Patient Choice expands. The research also maps the various aspects of the hospital supply chain as it moves through different operational phases and highlights underlying challenges and complexities. The hospital supply chain, as discussed and mapped in this research, is original work given there are no examples in the literature that provide holistic representations of hospital activity. At the end, specific recommendations are provided that will be of interest to service to managers, researchers, and policymakers

Application of the quick scan audit methodology in an industrial filter production process

The quick scan audit methodology (QSAM) is an established investigative tool to assess the health of business processes and supply chains within short schedules. This study extends the standard QSAM procedure to include the simulation step. It also extends the QSAM to a wider industry platform by applying it into the precision mechanical engineering industry, where managers have been under competitive pressure to reduce an industrial filter production lead time. Following a review of the relevant literature, this paper presents the research design adopted in the study. The QSAM has been conducted using various data collection techniques (such as observations, process activity mapping, interviews, questionnaires, brainstorming and access to company documents) and data analysis methods (including cause and effect analysis, Pareto analysis and time series plot). This is followed by the development of a set of improvement strategies, namely, direct information sharing, priority planning, and additional data recording and analysis. In addition to testing the potential benefits of changing scheduling approaches for the paint plant, simulation has been utilized in this study as a communication means to increase employee participation in the QSAM process and enhance the audit accuracy. It has also provided the case company with a better understanding of the behaviour and characteristics of the system under study, thus facilitating more thoughtful decisions to improve the system. The paper concludes with further research opportunities derived from this study

Quantum dynamics as a physical resource

How useful is a quantum dynamical operation for quantum information processing? Motivated by this question we investigate several strength measures quantifying the resources intrinsic to a quantum operation. We develop a general theory of such strength measures, based on axiomatic considerations independent of state-based resources. The power of this theory is demonstrated with applications to quantum communication complexity, quantum computational complexity, and entanglement generation by unitary operations.Comment: 19 pages, shortened by 3 pages, mainly cosmetic change

The genomes of two key bumblebee species with primitive eusocial organization

Background: The shift from solitary to social behavior is one of the major evolutionary transitions. Primitively eusocial bumblebees are uniquely placed to illuminate the evolution of highly eusocial insect societies. Bumblebees are also invaluable natural and agricultural pollinators, and there is widespread concern over recent population declines in some species. High-quality genomic data will inform key aspects of bumblebee biology, including susceptibility to implicated population viability threats. Results: We report the high quality draft genome sequences of Bombus terrestris and Bombus impatiens, two ecologically dominant bumblebees and widely utilized study species. Comparing these new genomes to those of the highly eusocial honeybee Apis mellifera and other Hymenoptera, we identify deeply conserved similarities, as well as novelties key to the biology of these organisms. Some honeybee genome features thought to underpin advanced eusociality are also present in bumblebees, indicating an earlier evolution in the bee lineage. Xenobiotic detoxification and immune genes are similarly depauperate in bumblebees and honeybees, and multiple categories of genes linked to social organization, including development and behavior, show high conservation. Key differences identified include a bias in bumblebee chemoreception towards gustation from olfaction, and striking differences in microRNAs, potentially responsible for gene regulation underlying social and other traits. Conclusions: These two bumblebee genomes provide a foundation for post-genomic research on these key pollinators and insect societies. Overall, gene repertoires suggest that the route to advanced eusociality in bees was mediated by many small changes in many genes and processes, and not by notable expansion or depauperation

Structural diversity in binary nanoparticle superlattices

Assembly of small building blocks such as atoms, molecules and nanoparticles into macroscopic structures - that is, 'bottom up' assembly - is a theme that runs through chemistry, biology and material science. Bacteria(1), macromolecules(2) and nanoparticles(3) can self-assemble, generating ordered structures with a precision that challenges current lithographic techniques. The assembly of nanoparticles of two different materials into a binary nanoparticle superlattice (BNSL)(3-7) can provide a general and inexpensive path to a large variety of materials (metamaterials) with precisely controlled chemical composition and tight placement of the components. Maximization of the nanoparticle packing density has been proposed as the driving force for BNSL formation(3,8,9), and only a few BNSL structures have been predicted to be thermodynamically stable. Recently, colloidal crystals with micrometre-scale lattice spacings have been grown from oppositely charged polymethyl methacrylate spheres(10,11). Here we demonstrate formation of more than 15 different BNSL structures, using combinations of semiconducting, metallic and magnetic nanoparticle building blocks. At least ten of these colloidal crystalline structures have not been reported previously. We demonstrate that electrical charges on sterically stabilized nanoparticles determine BNSL stoichiometry; additional contributions from entropic, van der Waals, steric and dipolar forces stabilize the variety of BNSL structures.Peer Reviewedhttp://deepblue.lib.umich.edu/bitstream/2027.42/62551/1/nature04414.pd