(Not) Advising Corporate Officers about Fiduciary Duties

This Article explores the intersection of an important, unresolved corporate law issue and an overlooked professional responsibility issue persistently arising in the corporate milieu. The corporate law question currently unaddressed in Delaware law is whether the fiduciary duties of corporate officers, as agents, are the same as, or different from, the fiduciary duties of corporate directors. A related question is whether, in reviewing officer conduct, courts will apply the business judgment rule in the same broad (and protective) manner in which it is applied to assessing director behavior. The professional responsibility issue concerns whether, and how well, lawyers are advising corporate officers about their fiduciary duties. In recent years, much attention has been given to the professional obligations of a corporate lawyer upon learning, ex post, of corporate wrongdoing, including director and officer breaches of fiduciary duty. Virtually no attention has been paid to whether, ex ante, lawyers are adequately helping to prevent such misconduct by fully and properly advising corporate officers as to the scope and thrust of their fiduciary duties. Fiduciary duties, as an element for shaping officer conduct to promote healthy corporate governance, are of little preventive value if not properly transmitted to officers, given that officers are unlikely on their own to understand those duties. As is the case with directors, lawyers are the obvious means by which such communications to officers would be expected to occur. How well are they fulfilling this vital role? We obtained information on this subject in two ways. First, as a pilot project we sent a survey questionnaire to corporate lawyers serving primarily as outside legal counsel in major U.S. metropolitan areas. We intend to later survey in-house counsel by means of a separate questionnaire. Second, we examined the websites of fifteen major law firms to learn what they say about themselves on the topic of advising corporate officers as to fiduciary duties. Overall, the results from our initial survey and website research suggest that many lawyers do not provide full-bodied fiduciary duty advice to officers in their capacity as officers at all, much less advising them as to the possibility that their duties might be stricter than those of directors or cautioning that the business judgment rule may not apply to officer conduct in the same way it applies to directors. The paper also offers several reasons why lawyers should advise corporate officers as to their fiduciary duties. Doing so serves to highlight the key governance role played by officers, thereby partially re-directing corporate law\u27s customary and inappropriately exclusive focus on directors. The paper closes by describing a proposed procedure for assuring directors that legal counsel is regularly providing fiduciary duty advice to senior officers

Exploratory studies of the cruise performance of upper surface blown configurations

The data and major conclusions obtained from an experimental/analytical study of upper-surface blown (USB) configurations at cruise are summarized. The high-speed (subsonic) experimental work, studying the aerodynamic effects of wing-nacelle geometric variations, was conducted around semi-span model configurations composed of diversified, interchangeable components. Power simulation was provided by high pressure air ducted through closed forebody nacelles. Nozzle geometry was varied across size, exit aspect ratio, exit position and boattail angle. Both 3-D force and 2-D pressure measurements were obtained at cruise Mach numbers from 0.5 to 0.8 and at nozzle pressure ratios up to about 3.0. The experimental investigation was supported by an analytical synthesis of the system using a vortex lattice representation with first-order power effects. Results are also presented from a compatibility study in which a short-haul transport is designed on the basis of the aerodynamic findings in the experimental study as well as acoustical data obtained in a concurrent program. High-lift test data are used to substantiate the projected performance of the selected transport design

Costs associated with febrile neutropenia in solid tumor and lymphoma patients - an observational study in Singapore.

BackgroundThe primary objective was to describe the total direct inpatient costs among solid tumor and lymphoma patients with chemotherapy-induced febrile neutropenia (FN) and the factors that were associated with higher direct cost. The secondary objective was to describe the out-of-pocket patient payments and the factors that were associated with higher out-of-pocket patient payments.MethodsThis was a single-center observational study conducted at the largest cancer center in Singapore. All of the adult cancer patients hospitalized due to FN from 2009 to 2012 were studied. The primary outcomes were the total hospital cost and the out-of-pocket patient payments (adjusted by government subsidy) per FN episode. Univariate analysis and multiple linear regression were conducted to identify the factors associated with higher FN costs.ResultsThree hundred and sixty seven adult cancer patients were documented with FN-related hospitalizations. The mean total hospital cost was US$4,193 (95$3,779-4,607) and the mean out-of-pocket patient payment was US$2,230 (95$1,976-2,484), per FN episode. The factors associated with a higher total hospital cost were longer length of stay, severe sepsis, and lymphoma as underlying cancer. The out-of-pocket patient payment was positively associated with longer length of stay, severe sepsis, lymphoma diagnosed as underlying cancer, the therapeutic use of granulocyte colony-stimulating factor (GCSF), the private ward class, and younger patients.ConclusionsThe total hospital cost and out-of-pocket patient payments of FN management in lymphoma cases were substantial compared with other solid tumors. Factors associated with a higher FN management cost may be useful for developing appropriate strategies to reduce the cost of FN for cancer patients

SUSY approach to Pauli Hamiltonians with an axial symmetry

A two-dimensional Pauli Hamiltonian describing the interaction of a neutral spin-1/2 particle with a magnetic field having axial and second order symmetries, is considered. After separation of variables, the one-dimensional matrix Hamiltonian is analyzed from the point of view of supersymmetric quantum mechanics. Attention is paid to the discrete symmetries of the Hamiltonian and also to the Hamiltonian hierarchies generated by intertwining operators. The spectrum is studied by means of the associated matrix shape-invariance. The relation between the intertwining operators and the second order symmetries is established and the full set of ladder operators that complete the dynamical algebra is constructed.Comment: 18 pages, 3 figure

Daily torpor: When heart and brain go cold - Nonlinear cardiac dynamics in the seasonal heterothermic Djungarian hamster

Djungarian hamsters (Phodopus sungorus) acclimated to short photoperiod display episodes of spontaneous daily torpor with metabolic rate depressed by ∼70%, body temperature (

An infinite family of superintegrable systems from higher order ladder operators and supersymmetry

We will discuss how we can obtain new quantum superintegrable Hamiltonians allowing the separation of variables in Cartesian coordinates with higher order integrals of motion from ladder operators. We will discuss also how higher order supersymmetric quantum mechanics can be used to obtain systems with higher order ladder operators and their polynomial Heisenberg algebra. We will present a new family of superintegrable systems involving the fifth Painleve transcendent which possess fourth order ladder operators constructed from second order supersymmetric quantum mechanics. We present the polynomial algebra of this family of superintegrable systems.Comment: 8 pages, presented at ICGTMP 28, accepted for j.conf.serie