How to Be Good: the Emphasis on Corporate Director\u27s Good Faith in the Post-Enron Era

The irrational exuberance \u27 of the late 1990s, marked by frenzied stock trading and risky investment strategies, fueled aggressive accounting practices that exaggerated real achievements and camouflaged setbacks. During that time, investors accepted business practices that measured performance by revenue, rather than earnings or cash, and by the number of eyeballs hitting Internet sites. According to Federal Reserve Chairman Alan Greenspan, when greed swept through our nation, we were not prepared to address it. The result was accounting scandals at Enron, WorldCom and other organizations, in which directors failed to ask questions of management to determine whether the stock was rising solely as a result of smoke and mirrors. In 2002, Congress responded to these scandals with the Sarbanes-Oxley Act, which modified governance, reporting and disclosure rules for public companies. Beyond the federal legislative response, these corporate scandals occasioned a new judicial and regulatory focus on directors\u27 good faith performance of their corporate responsibilities. This trend has been evident in recent state and federal court decisions addressing directors\u27 fiduciary duty of good faith and the business judgment rule. Most notably, in the 2003 decision In re The Walt Disney Co. Derivative Litigation, a Delaware chancery court declined to apply the business judgment rule in a derivative action where the court found that the company\u27s directors failed to exercise any judgment in their decision making.9 According to one commentator, the court\u27s decision raised concerns among many corporate directors about their own personal liability when making decisions on behalf of their corporations, and serves as a warning to corporate directors that state courts are now willing to allow plaintiffs to prove that directors who fail to exercise due care in carrying out their fiduciary duties should be liable to the shareholders of the corporation, even without the suggestion of self-dealing. The Disney case seems to have been well-received by the Delaware Supreme Court, suggesting that this approach will influence other jurisdictions

RILDOS: A Beaconing Standard for Small Satellite Identification and Situational Awareness

The increasing launch pace of small satellites and CubeSats presents a growing challenge to identify and locate newly launched satellites. This impacts mission success primarily through the inability to consistently perform rapid and accurate determination of satellite identity and orbital location after deployment. This paper proposes an approach to resolve this issue through a simple radio and message broadcast standard providing definitive identification, location, and operational state data on a low power, very low data rate subcarrier. Called RILDOS (Radio with Identity and Location Data for Operations and SSA [Space Situational Awareness]), this would be an open standard available for use in new systems. RILDOS is a repeating, unencrypted message broadcast with a unique identifier, timestamp, spacecraft derived position / velocity / acceleration, and predefined emergency flags. The spread spectrum signal is transmitted at a low power and very low data rate and can be radiated continuously or only while in contact. Centering the signal underneath the primary radio frequency for the satellite avoids the need for additional frequency deconfliction or a secondary radio. Cycling every ten seconds, a short collection gathers enough data for an orbital determination as well as top level status about the health of the satellite