Toward a Delaware Common Law of Closely Held Corporations

Part I of this Article examines the national law on shareholder rights and obligations in closely held corporations. It will focus on the types of majority shareholder misconduct that have been thought sufficient to justify judicial intervention in the close corporation context. Part II examines the limited Delaware case law on closely held corporations. A close analysis of Nixon reveals that, although the court’s refusal to create special rules for closely held corporations is broadly stated, Nixon did not involve egregious misconduct by a controlling shareholder. Indeed, the specific result in Nixon might well have been reached in jurisdictions that do impose special obligations on shareholders in closely held corporations. There is, therefore, some reason to doubt that the Delaware courts will allow oppression by a controlling party in a case where the problem is squarely presented. Part III explores the extent to which the Delaware law applicable to corporations generally, including publicly held corporations, provides protection for minority shareholders in closely held corporations. In particular, controlling shareholders in all corporations have a duty of entire fairness when engaging in self-dealing transactions. Delaware, despite its general enabling philosophy, has applied the entire fairness test rigorously to protect the rights of minority shareholders. Part III argues that the Delaware entire fairness test provides a rubric that may be used to deal with most, if not all, of the special situations in which other states have provided remedies to minority shareholders in closely held corporations. In Part IV, the Article concludes that, when confronted with appropriate cases, there is reason to believe that Delaware law in the close corporation context will turn out to be similar to that of the rest of the nation

The Power of a Federal Appellate Court to Direct Entry of Judgment as a Matter of Law: Reflections on Weisgram v. Marley Co.

Federal district court judges have several mechanisms for controlling civil jury functions. One mechanism is the entry of judgment as a matter of law. Federal appellate courts are able to reverse and direct entry of judgment as a matter of law. This article examines the appropriateness of such authority

The Power of a Federal Appellate Court to Direct Entry of Judgment as a Matter of Law: Reflections on Weisgram v. Marley Co.

Federal district court judges have several mechanisms for controlling civil jury functions. One mechanism is the entry of judgment as a matter of law. Federal appellate courts are able to reverse and direct entry of judgment as a matter of law. This article examines the appropriateness of such authority

Transfer and Choice of Federal Law: The Appellate Model

In light of recent developments, a reexamination of the position that transferee federal law applies regardless of the context is in order. This article argues that the consensus that existed prior to the Marcus article and the Korean Air Lines case, although not based upon the most thorough analysis, comprises the better view: transferee federal law should apply after permanent but not MDL transfers

Air quality during uncontrolled fires: a multi-years case of study

Exposure to high level of pollutant as a consequence of uncontrolled fire is a issue that must be managed in the right way in order to protect environment and ensure a safe habitat for humans, flora and fauna, because is well know that emissions occurred during those events could serious contaminate air soil and water, and some pollutant could be hazardous for the human health (Lemieux, 2002). During uncontrolled fires a lot of contaminants may be emitted, but in high concern for the human health are persistent organic pollutants (POPs) and PAHs (Coudon et al., 2019, Zhang et al., 2008). Moreover uncontrolled burning could release polychlorinated biphenyls dioxin-like (PCB dl), that are generated as by-product during industrial combustions. Those pollutants are all of high concern for human health because they have well-known carcinogenic and mutagenic properties, e.g. is well known that PAHs is the main carcinogenic constituent of ambient aerosol (Zhang et al., 2008, Fent et al., 2018; Ravindra et al., 2008). Moreover, PCDD/PCDF, frequently referred as dioxin, are recognized as toxic chemical pollutant, with endocrine proprieties and toxic dioxin congener is classified as group1 carcinogen by the international agency for research in cancer (IARC). The aim of this study is evaluate how uncontrolled fires can affect air quality by characterizing persistent organic pollutant emitted from some events occurred from 2015 to 2018 in Veneto region (northern Italy). This area is one of the most polluted and urbanized areas in Europe (Larsen et al., 2012)and uncontrolled fire can further enhance this severe situation, leading air pollution to critical level. During those accidental events the Environmental Protection Agency of Veneto (ARPAV), in order to monitoring the effect of fires, and ensure public health, collected some air samples using Hi-vol samplers equipped with quartz fiber filter (QFF) for collecting “particulate” phase compounds and a polyurethane foam plug (PUF) for retaining “gas-phase” compounds. Subsequently, polychlorinated dibenzo-p-dioxins and polychlorinated dibenzofurans (PCDD/PCDF), polychlorinated biphenyls dioxin-like (PCB dl) and Polycyclic aromatic hydrocarbons (PAHs), were analysed using a High Resolution Gas Chromatography (HRGC), coupled with High Resolution Mass Spectrometry (HRMS). As expected results show large increase of PCDD/PCDF, PCB dl and PAHs during and immediately after incidental fires, with differences in pollutant composition. It’s noticeable how, in a few time (hours to days) pollutant concentration presented a clear and strong drop, leading air quality to better conditions. This drop is probably due to meteorological factors, that will be investigated

Homoclinic orbits near saddle-center fixed points of Hamiltonian systems with two degrees of freedom

International audienceWe study a class of Hamiltonian systems on a 4 dimensional symplectic manifold which have a saddle-center fixed point and satisfy the following property: All the periodic orbits in the center manifold of the fixed point have an orbit homoclinic to them, although the fixed point itself does not. In addition, we prove that these systems have a chaotic behavior in the neighborhood of the energy shell of the fixed point.On étudie une classe de systèmes Hamiltoniens, sur une variété symplectiquede dimension 4, admettant un point fixe de type selle-centre. On montre que ces systèmesont la propriété suivante: Chaque orbite périodique de la variété centrale du point fixe a uneorbite homocline, mais le point fixe lui-même n’a pas necessairement d’orbite homocline. Onmontre de plus que ces systèmes ont un comportement chaotique au voisinage de la surfaced’énergie du point fixe.Damos exemplos de sistemas Hamiltonianos sobre uma variedade simplética de dimensao 4, com um ponto fixo sela-centro, apresentando uma interessante propriedade: Toda orbita periodica na variedade central do ponto fixo tem uma orbita homoclinica a ela, apesar de o ponto fixo nao ter. Alem disso, provamos que tais sistemas tem um comportamento caotico na vizinhancao nivel de energia do ponto fixo

Conceptualization of satellite, UAS and UGV downscaling approach for abandoned waste detection and waste to energy prospects

The aim of this research is to develop a multiparametric downscaling analysis for the detection of abandoned waste in the environment. This methodology, using a multi-technological approach, involves the adoption VHR satellite images, Unmanned Aircraft System (UAS) and Unmanned Ground Vehicles (UGV). The identified Warning Areas (WA) will be investigated through an in-situ analysis with air quality measurement devices based on advanced sensors mounted on drones. The creation of a Cadastre Accumulation of Abandoned Materials (CAMA) and the related APP will allow the administrations to monitor the phenomenon. Finally, the waste product analysis, retrieved by means of UAS dataset computation, allows to retrieve some interesting prospects regarding Waste to Energy framework. Here, preliminary results obtained by the on-going INTESA Project are presented