Implications of Shareholder Diversification on Corporate Law and Organization: The Case of the Business Judgment Rule

The business judgment rule has been a centerpiece of corporate law for almost two centuries. But over the last several decades, courts and commentators have struggled to find a rationale for the business judgment rule that, at once, reconciles the judicial deference granted to corporate managers with the more demanding standards applied to other professionals, such as doctors and lawyers. This Article attempts to end this struggle by offering a fuller account of the relationship between the preferences of diversified shareholders, on the one hand, and liability rules, on the other. Based on this account, this Article contends that the protections of the business judgment rule are necessary to address a concern unique to the corporate setting: the need to prevent diversifiable risk from dominating agent (i.e., managerial) decision making

Shareholder Voice and the Market for Corporate Control

Part I examines in greater detail the role of shareholders in public corporations. Part II critiques existing explanations for rules that limit shareholder power over business decisions. Part III presents an alternative explanation for the limitations on shareholder power to control business decisions based upon the link between shareholder voice in management, on the one hand, and the efficient operation of the market for corporate control and organized securities exchanges, on the other

Implications of Shareholder Diversification on Corporate Law and Organization: The Case of the Business Judgment Rule

The business judgment rule has been a centerpiece of corporate law for almost two centuries. But over the last several decades, courts and commentators have struggled to find a rationale for the business judgment rule that, at once, reconciles the judicial deference granted to corporate managers with the more demanding standards applied to other professionals, such as doctors and lawyers. This Article attempts to end this struggle by offering a fuller account of the relationship between the preferences of diversified shareholders, on the one hand, and liability rules, on the other. Based on this account, this Article contends that the protections of the business judgment rule are necessary to address a concern unique to the corporate setting: the need to prevent diversifiable risk from dominating agent (i.e., managerial) decision making

Noncommutative Biology: Sequential Regulation of Complex Networks

Single-cell variability in gene expression is important for generating distinct cell types, but it is unclear how cells use the same set of regulatory molecules to specifically control similarly regulated genes. While combinatorial binding of transcription factors at promoters has been proposed as a solution for cell-type specific gene expression, we found that such models resulted in substantial information bottlenecks. We sought to understand the consequences of adopting sequential logic wherein the time-ordering of factors informs the final outcome. We showed that with noncommutative control, it is possible to independently control targets that would otherwise be activated simultaneously using combinatorial logic. Consequently, sequential logic overcomes the information bottleneck inherent in complex networks. We derived scaling laws for two noncommutative models of regulation, motivated by phosphorylation/neural networks and chromosome folding, respectively, and showed that they scale super-exponentially in the number of regulators. We also showed that specificity in control is robust to the loss of a regulator. Lastly, we connected these theoretical results to real biological networks that demonstrate specificity in the context of promiscuity. These results show that achieving a desired outcome often necessitates roundabout steps

Thyrotoxicosis-facilitated bridge to recovery with a continuous-flow left ventricular assist device

The HeartMate II is a continuous-flow left ventricular assist device that can be explanted from patients after cardiac recovery. We implanted a HeartMate II in a 21-year-old man who had idiopathic cardiomyopathy. A year later, he developed thyrotoxicosis, presumably secondary to amiodarone administered for ventricular fibrillation. Four months after the diagnosis of thyrotoxicosis, thyroid hormone levels had returned to normal, and native cardiac function had improved remarkably. After a support period of 24 months, the HeartMate II was explanted. Six years later, the patient continues to be in New York Heart Association functional Class I. Amiodarone-induced thyrotoxicosis may have contributed to myocardial recover

Noncommutative Biology: Sequential Regulation of Complex Networks and Connected Matter

During animal development from zygote to adult, a limited set of regulatory molecules are autonomously deployed in the service of tissue-specific gene expression (reviewed in chapter 1). Inherent in the process is the tension that single cells sample heterogeneous expression states while robustly maintaining a collective final outcome. This thesis addresses theoretical issues that help resolve the paradox that one cell simultaneously contains the fate information of many. Previous models of development have likened cell fate to minima on a smooth potential energy surface. Such static pictures can be misleading because they suggest the egg knows the path it will take to the adult before it divides even once. Recognition that the potential analogy is an oversimplification has led others to propose that the surface is actually nonsmooth. Chapter 2 reviews the theoretical basis for smooth potentials and resolves these problems by appealing to the tangent space of gene expression. It is then shown that if the potential difference is sufficient to characterize the difference between egg and adult, then the tangent space controls on gene expression are one-dimensional. Furthermore, a shortcoming of models ignoring the connectivity and common origin of dividing cells is that they erect artificial barriers between alternative fates. A fundamentally different picture is sketched wherein the difference between egg and adult is schematized as the shape of the locus of equipotential fates accessible at the same point in time. The conjugacy of space and time is invoked to explain how the requirement that each fate be on a line of equipotential is the same as requiring that each alternative fate move the same distance down the surface at each step. The developmental trajectory is deterministic but not known in advance because it needs to be ascertained at each step which way cells "turn" in order to maintain their equipotential relationship. Chapters 3 and 4 refine this sequential model of collective development with specific examples. A simple solution to the problem of cell-type specific gene expression is combinatorial binding of transcription factors at promoters. It is shown in chapter 3 that such models result in substantial information bottlenecks, because all cell fate information is concentrated at the start. We explore a novel, noncommutative model of gene regulation&#8212;known as sequential logic&#8212;that spreads the information out over time. It is shown using time sequences of noncommutative controllers that targets which otherwise would have been activated together can be regulated independently. We derive scaling laws for two noncommutative models of regulation, motivated by phosphorylation/neural networks and chromosome folding, respectively, and show that they scale super-exponentially in the number of regulators. It is also shown that specificity in control is robust to loss of a regulator. Consequently, sequential logic overcomes the information bottleneck in complex problems and enables novel solutions through roundabout strategies. The theoretical results are connected to real biological networks demonstrating specificity in the context of promiscuity. Noncommutative sequential logic has improved storage capacity, but it does not specify who or what supplies the sequences of input that determine cell fate. Chapter 4 offers a solution by way of the seemingly unrelated problem of looping in twisted strings. Cells and strings obey a set of common space-time constraints, ultimately due to the conservation of energy. It is argued that the most parsimonious allocation of energy from the straight to strained string is the one in which each segment sees the same share of the total. Planar looping is shown to be a consequence of the parsimony principle and the Euler-Poincar&#233; equations for rotational motion in the presence an applied torque. We then solve the problem for the looping of a twisted string; with two strains, the Euler-Poincar&#233; predict a different answer than the classical Frenet-Serret equations. Using the results of chapter 2, it is concluded that the Frenet-Serret curvatures assigned ahead of time are not guaranteed to generate space curves that conserve energy: the predicted string has localized strains the Euler-Poincar&#233; solution lacks. Rotational dynamics of strings are connected to developing organisms by postulating conserved RNA polymerase as an analog of angular momentum, and transcriptional activity as energy. Alternative fates along a one-dimensional "string" of dividing cells are possible by finding the RNAP distribution that conserves transcriptional activity along a curve of constant developmental potential. Consequently, each alternative fate samples a different sequence of changes to the distribution as it follows a local gradient downhill from high to low developmental potential over time. In conclusion, regulation in the tangent space of gene expression resolves the paradox that development has a unique solution specified in the DNA of the egg which cannot be determined with certainty until completion of the adult. Noncommutative sequential logic generates complexity that cannot be realized at the start, while interdependent cells (and strings) require time to ensure that each fate is at the same potential difference from a common ancestor. This fundamental reimagining of the Waddington framework can be tested using new multiplexed mRNA imaging technologies that preserve the spatial context of cells in developing tissue.</p

FOREIGN DIRECT INVESTMENTS-A LITERATURE REVIEW

Abstract- The purpose of this paper is to present the literature review of the theory of the Foreign Direct Investments and the basic context related to this study. It is a fact that markets’globalization and internationalization of economic relations which have existed during the recent years, have led to a rapid increase in trade flows, money and capital flows. In such field, the multinational enterprises play the most important role in the development of Foreign Direct Investments. Initially, there is a conceptual approach to the forms of international activities as well as the basic definitions concerning Foreign Direct Investments. Therefore, it follows a description of the reasons for the implementation of Foreign Direct Investments and their forms. The three main types of Foreign Direct Investments, the factors that lead an enterprise to their realization and the incentives to attract them are listed at this paper. The literature review for this study concludes with the major empirical studies conducted on Outward Foreign Direct Investments

Orthotopic cardiac transplantation after minimally invasive direct coronary artery bypass

AbstractJ Thorac Cardiovasc Surg 1999;117:390-