Nearing 30, Is \u3cem\u3eRevlon\u3c/em\u3e Showing Its Age?

Nearly thirty years ago, in Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., the Delaware Supreme Court famously dictated that in certain transactions involving a “sale or change in control,” the fiduciary obligation of a corporation’s board of directors is simply to “get[] the best price for the stockholders.” Applying a novel remedial perspective to this iconic doctrine, in The Dwindling of Revlon, Professor Lyman Johnson and Robert Ricca argue that Revlon is today of diminishing significance. In the three decades since, the coauthors observe, corporate law has evolved around Revlon, dramatically limiting the remedial clout of the doctrine. In this Essay, I show how two recent Delaware Chancery Court decisions—Chen v. Howard-Andersen and In re Rural Metro—underscore the expansive reach of Revlon and, therefore, the limits of Johnson and Ricca’s thesis. Instead, I suggest the dwindling of Revlon, if it is indeed dwindling, may be best observed from what is happening outside the pressed edges of corporate law, where other competing bodies of business law have emerged rejecting Revlon’s fiduciary mandate

Equity in LLC Law?

To what extent does equity play a role in LLC law? To what extent do courts retain the judicial discretion “to do right and justice” in circumstances in which the LLC statute and the applicable LLC agreement do not otherwise offer an adequate remedy to an aggrieved LLC member or manager? Until recently, the answer to these questions was quite clear: Equity is subordinate to the freedom of contract and the express terms of the agreement governing an LLC. But the Delaware Chancery Court’s decision in In re Carlisle Etcetera has upended this basic precept of LLC law and practice. Carlisle suggests that courts need not sheepishly defer to the express terms of an LLC agreement. Instead, where justice dictates a different result, Carlisle suggests that courts retain the equitable power to apply fiduciary standards or recognize other equitable rights or duties, despite the statutorily man-dated freedom of contract under LLC law. Thus, this Article argues that Carlisle represents a true paradigm shift. It inverts the long-assumed supremacy of contract over equity in LLC law. Instead, the freedom of contract must be exercised always in the shadow of equity

The Need for PFC Abatement in Semiconductor Manufacturing

Perfluorocompounds (PFCs) are highly stable chemical compounds used in two integral steps of semiconductor manufacturing: chemical vapor deposition (CVD) chambers and etch chambers. Unfortunately, PFCs are also greenhouse gases linked to global warming. This, combined with their long atmospheric lifetimes gives them global warming potentials much higher than C02 the principal greenhouse gas. In a series of voluntary agreements with the United States and other national governments, the worldwide semiconductor industry has set a goal of reducing PFC emissions to 90% of their 1995 levels. To reach this goal, researchers have explored four main methods of reduction: substitution of PFCs, recovery and recycling of PFCs, tool optimization, and exhaust abatement. While the first three methods have successfully reduced emissions in the CVD chambers, they have proven too costly for or inapplicable to etch chambers. Therefore, it has become apparent that further reductions must be achieved through the abatement of etch chamber exhaust. Herein, we compare three commercially available abatement systems representative of the three techniques currently used to abate PFCs. All three systems are categorized as either downstream systems, which receive diluted exhaust from multiple etch chambers, or point-of-use (POU) systems, which receive concentrated exhaust from a single etch chamber. Though both downstream and POU configurations are equally effective in destroying PFCs, they differ in cost depending on the number of etch chambers in use and the dilution rate per chamber. Given these numbers, our Microsoft Excel-based cost model computes the total cost of each of the three commercial systems, allowing the user to determine which system is most economical for a specific factory setting

Delaware and the Market for LLC Law: A Theory of Contractibility and Legal Indeterminacy

Incorporating in Delaware can be expensive. Corporations pay up to $180,000 annually for this simple privilege—a figure that is substantially higher than incorporation in any other state. In their controversial article, Price Discrimination in the Market for Corporate Law, Professors Marcel Kahan and Ehud Kamar show that Delaware’s ability to charge a premium for incorporations, in the form of its annual franchise tax, is evidence of Delaware’s market power in the jurisdictional competition for corporate charters. Beyond simply charging a premium, however, Professors Kahan and Kamar show that Delaware further increases its profits by engaging in price discrimination—tailoring its premium according to the value each firm attributes to the privilege of incorporating in Delaware. This Article projects Professors Kahan and Kamar’s analysis onto the world of limited liability companies (“LLCs”). To assess Delaware’s market power in the jurisdictional competition for LLC charters, this Article examines the LLC analog of the corporate franchise tax. Instead of a franchise tax, every Delaware LLC is charged a flat annual tax of$250. As this Article shows, Delaware’s LLC tax, unlike its corporate franchise tax, does not represent a premium and does not price discriminate. But why? The Article explores the possibility that, in the jurisdictional competition for LLC charters, Delaware lacks the kind of market power it has long enjoyed for corporate charters. To explain why this may be, the Article argues that the high level of contractibility and the resulting reduction in legal indeterminacy available under LLC law substantially diminish two of Delaware’s traditional competitive advantages, namely the network effects associated with its law and its expert judiciary. With these two competitive advantages diminished, Delaware LLC law, unlike its corporate law, is not an obviously superior product. And with several available substitutes in the market for LLC law, Delaware may be unable to command a premium

Noise Cancellation in Cognitive Radio Systems: A Performance Comparison of Evolutionary Algorithms

Noise cancellation is one of the important signal processing functions of any communication system, as noise affects data integrity. In existing systems, traditional filters are used to cancel the noise from the received signals. These filters use fixed hardware which is capable of filtering specific frequency or a range of frequencies. However, next generation communication technologies, such as cognitive radio, will require the use of adaptive filters that can dynamically reconfigure their filtering parameters for any frequency. To this end, a few noise cancellation techniques have been proposed, including least mean squares (LMS) and its variants. However, these algorithms are susceptible to non-linear noise and fail to locate the global optimum solution for de-noising. In this paper, we investigate the efficiency of two global search optimization based algorithms, genetic algorithm and particle swarm optimization in performing noise cancellation in cognitive radio systems. These algorithms are implemented and their performances are compared to that of LMS using bit error rate and mean square error as performance evaluation metrics. Simulations are performed with additive white Gaussian noise and random nonlinear noise. Results indicate that GA and PSO perform better than LMS for the case of AWGN corrupted signal but for non-linear random noise PSO outperforms the other two algorithms