Designing Dual-Class Sunsets: The Case for a Transfer-Centered Approach

Dual-class stock (DCS) structures, and their implications for managerial accountability and corporate governance more broadly, have become prevalent concerns for corporate lawyers and policymakers. Recent academic and practitioner debates on DCS have tended to focus less on the general merits and drawbacks of DCS versus one share/one vote structures, and more on the specific common-ground concern as to whether and how such structures are subjected to contingent reversal or “sunset”. This Article compares the relative advantages and disadvantages of time-, ownership- and transfer-centered models of DCS sunset provisions. It argues in favor of the transfer-centered model on the grounds that: (a) its specific event-based trigger renders it less arbitrary in application than the time-centered model, and protects against the possibility of founders being prevented prematurely from realizing their long-term strategic vision (as is a risk with the time-centered sunset model); (b) it avoids the moral hazard and other perverse controller incentives that are prone to ensue from time-centered sunsets; and (c) unlike both the time- and ownership-centered models (which are motivated primarily by agency cost concerns), the transfer-centered model is sensitive to the powerful non-financial incentives that controllers typically have to safeguard and promote firm value, even where their corporate control rights significantly outweigh their corresponding cash flow rights. Accordingly, it suggests that the SEC and principal U.S. exchanges should resist recent calls from influential investor-related bodies to mandate time-based sunsets. Instead, domestic policymakers should look overseas to Hong Kong and Singapore, whose respective listing authorities have recently introduced transfer-based sunset requirements for DCS issuers, in considering the most appropriate blueprint for any future regulatory initiatives in this regard

From Minimization to Exploitation: Re-conceptualizing the Corporate Governance Problem

Over the past three decades, the topic of corporate governance has become an increasingly high profile aspect of social-scientific scholarship, both in the Anglo-Saxon world and continental Europe. To a significant extent, however, the conceptual boundaries of the corporate governance debate have been set narrowly in accordance with the logic and language of the dominant \u27agency\u27 paradigm of governance. According to agency theory, the central \u27problem\u27 of corporate governance is the question of how to minimize the (harmful) consequences of the separation of ownership and control within public companies first identified by Berle and Means (1932), by reference to competitive market pressures coupled with market-based incentive and disciplinary mechanisms. In this article, we present an alternative interpretation of the corporate governance \u27problem\u27 premised on the logic and language of institution rather than the market, which we argue is both more empirically relevant and conceptually defensible than the dominant agency paradigm. To this end, we rely on existing (US) corporate law doctrine in conjunction with recent developments in the economic theory of the firm. According to the proposed \u27institutional\u27 model of corporate governance, the central governance \u27problem\u27 is that of how to exploit, rather than minimize, the (beneficial) consequences of the separation of ownership and control, so as to engender the development of a more dynamic and sustainable system of governance than that emanating from the free interplay of (stock) market forces

Corporate Power in the Public Eye: Reassessing the Implications of Berle’s Public Consensus Theory

We analyze Berle’s overall corporate governance project in accordance with what we see as its four core sub-themes: (A) the limitations of external market forces as a constraint on managerial decision-making power; (B) the desirability of internal (corporate) over external (market) actors in allocating corporate capital; (C) civil society and the public consensus as a continuous informal check on managerial decision-making power; and (D) shareholder democracy (as opposed to shareholder primacy or shareholder wealth maximization) as a socially instrumental institution. We seek to debunk the popular misconception that Berle’s early work was a defense of the orthodox shareholder primacy paradigm of corporate governance. This prefaces our analysis where we set out and, in turn, examine each of the above four sub-themes of Berle’s overall thinking on corporate governance. A recurring theme in this part of our discussion is the over-simplicity of attempting to connect Berle’s thinking to the later agency costs paradigm of corporate governance, which we believe fails to reflect the normative and institutional richness of Berle’s overall social-scientific project. We build on these insights by assessing the effects of our reinterpretation of Berle’s work on contemporary corporate governance debates. We suggest here that Berle’s lifetime work on corporate governance, when considered in an integral and non-selective way, provides the basis for a realistic and dynamic understanding of the concept of shareholder democracy and its relationship with wider civil society processes of public and political opinion formation

Motion Induced Radiation from a Vibrating Cavity

We study the radiation emitted by a cavity moving in vacuum. We give a quantitative estimate of the photon production inside the cavity as well as of the photon flux radiated from the cavity. A resonance enhancement occurs not only when the cavity length is modulated but also for a global oscillation of the cavity. For a high finesse cavity the emitted radiation surpasses radiation from a single mirror by orders of magnitude.Comment: 4 pages, to appear in Physical Review Letter

Development of a University Undergraduate Course Sequence About the Extension System

Many undergraduates are interested in community-based programming, but at most land-grants undergraduates have little contact with Extension. This article describes a grant project that developed two undergraduate courses about Extension and community-based, experiential education. The academic-year course incorporates lecture, discussion, guest speakers, and hands-on activities. The summer-session course takes students to visit program sites in operation. In outcome evaluations, students gained significantly in their understanding of land-grants, Extension, and community programming, and gained confidence in working collaboratively, among other findings. Recommendations note that the success of similar courses requires involvement of county Extension personnel and balancing of several key factors

A fully coupled fluid-structure interaction model of the secondary lymphatic valve

The secondary lymphatic valve is a bi-leaflet structure frequent throughout collecting vessels that serves to prevent retrograde flow of lymph. Despite its vital function in lymph flow and apparent importance in disease development, the lymphatic valve and its associated fluid dynamics have been largely understudied. The goal of this work was to construct a physiologically relevant computational model of an idealized rat mesenteric lymphatic valve using fully coupled fluid-structure interactions to investigate the relationship between three-dimensional flow patterns and stress/deformation within the valve leaflets. The minimum valve resistance to flow, which has been shown to be an important parameter in effective lymphatic pumping, was computed as 268 g/mm4−s. Hysteretic behavior of the lymphatic valve was confirmed by comparing resistance values for a given transvalvular pressure drop during opening and closing. Furthermore, eddy structures were present within the sinus adjacent to the valve leaflets in what appear to be areas of vortical flow; the eddy structures were characterized by non-zero velocity values (up to ∼4 mm/s) in response to an applied unsteady transvalvular pressure. These modeling capabilities present a useful platform for investigating the complex interplay between soft tissue motion and fluid dynamics of lymphatic valves and contribute to the breadth of knowledge regarding the importance of biomechanics in lymphatic system function

Respiratory syncytial virus infection activates IL-13–producing group 2 innate lymphoid cells through thymic stromal lymphopoietin

BACKGROUND: Respiratory syncytial virus (RSV) is a major health care burden with a particularly high worldwide morbidity and mortality rate among infants. Data suggest that severe RSV-associated illness is in part caused by immunopathology associated with a robust type 2 response. OBJECTIVE: We sought to determine the capacity of RSV infection to stimulate group 2 innate lymphoid cells (ILC2s) and the associated mechanism in a murine model. METHODS: Wild-type (WT) BALB/c, thymic stromal lymphopoietin receptor (TSLPR) knockout (KO), or WT mice receiving an anti-TSLP neutralizing antibody were infected with the RSV strain 01/2-20. During the first 4 to 6 days of infection, lungs were collected for evaluation of viral load, protein concentration, airway mucus, airway reactivity, or ILC2 numbers. Results were confirmed with 2 additional RSV clinical isolates, 12/11-19 and 12/12-6, with known human pathogenic potential. RESULTS: RSV induced a 3-fold increase in the number of IL-13-producing ILC2s at day 4 after infection, with a concurrent increase in total lung IL-13 levels. Both thymic stromal lymphopoietin (TSLP) and IL-33 levels were increased 12 hours after infection. TSLPR KO mice did not mount an IL-13-producing ILC2 response to RSV infection. Additionally, neutralization of TSLP significantly attenuated the RSV-induced IL-13-producing ILC2 response. TSLPR KO mice displayed reduced lung IL-13 protein levels, decreased airway mucus and reactivity, attenuated weight loss, and similar viral loads as WT mice. Both 12/11-19 and 12/12-6 similarly induced IL-13-producing ILC2s through a TSLP-dependent mechanism. CONCLUSION: These data demonstrate that multiple pathogenic strains of RSV induce IL-13-producing ILC2 proliferation and activation through a TSLP-dependent mechanism in a murine model and suggest the potential therapeutic targeting of TSLP during severe RSV infection

Molecular profiling of signet ring cell colorectal cancer provides a strong rationale for genomic targeted and immune checkpoint inhibitor therapies

We would like to thank all patients whose samples were used in this study. We are also thankful to the Northern Ireland Biobank and Grampian Biorepository for providing us with tissue blocks and patient data; and Dr HG Coleman (Queen’s University Belfast) for her advice on statistical analyses. This work has been carried out with financial support from Cancer Research UK (grant: C11512/A18067), Experimental Cancer Medicine Centre Network (grant: C36697/A15590 from Cancer Research UK and the NI Health and Social Care Research and Development Division), the Sean Crummey Memorial Fund and the Tom Simms Memorial Fund. The Northern Ireland Biobank is funded by HSC Research and Development Division of the Public Health Agency in Northern Ireland and Cancer Research UK through the Belfast CRUK Centre and the Northern Ireland Experimental Cancer Medicine Centre; additional support was received from Friends of the Cancer Centre. The Northern Ireland Molecular Pathology Laboratory which is responsible for creating resources for the Northern Ireland Biobank has received funding from Cancer Research UK, Friends of the Cancer Centre and Sean Crummey Foundation.Peer reviewedPublisher PD

Movement and Fluctuations of the Vacuum

Quantum fields possess zero-point or vacuum fluctuations which induce mechanical effects, namely generalised Casimir forces, on any scatterer. Symmetries of vacuum therefore raise fundamental questions when confronted with the principle of relativity of motion in vacuum. The specific case of uniformly accelerated motion is particularly interesting, in connection with the much debated question of the appearance of vacuum in accelerated frames. The choice of Rindler representation, commonly used in General Relativity, transforms vacuum fluctuations into thermal fluctuations, raising difficulties of interpretation. In contrast, the conformal representation of uniformly accelerated frames fits the symmetry properties of field propagation and quantum vacuum and thus leads to extend the principle of relativity of motion to uniform accelerations. Mirrors moving in vacuum with a non uniform acceleration are known to radiate. The associated radiation reaction force is directly connected to fluctuating forces felt by motionless mirrors through fluctuation-dissipation relations. Scatterers in vacuum undergo a quantum Brownian motion which describes irreducible quantum fluctuations. Vacuum fluctuations impose ultimate limitations on measurements of position in space-time, and thus challenge the very concept of space-time localisation within a quantum framework. For test masses greater than Planck mass, the ultimate limit in localisation is determined by gravitational vacuum fluctuations. Not only positions in space-time, but also geodesic distances, behave as quantum variables, reflecting the necessary quantum nature of an underlying geometry.Comment: 17 pages, to appear in Reports on Progress in Physic