Organic Corporate Governance

A publicly-held corporation maintains a system of governance through separation of ownership and control of the firm. Under this framework, corporations attract capital and repatriate profits to their shareholders under the authority vested in the board of directors. However, significant evidence exists that Chief Executive Officers (“CEOs”) are commonly driven by self-interest, boards often indulge CEOs, and shareholders find it difficult to monitor management. Many recent reforms have sought to improve corporate governance through regulatory interventions that empower shareholders. This Article identifies the limitations of this approach and advances a new model that looks within the “black box” of the firm. Integrating legal analysis with insights from organizational management and finance scholarship, this Article argues that corporations can overcome weak governance practices through forces that are driven by self-interested behavior of internal corporate actors. Three distinct, yet interrelated, internal forces generate what this Article calls organic corporate governance: (1) compliance systems that establish and enforce internal rules of conduct, (2) firm-specific human capital that binds actors to the firm, and (3) mutual monitoring by superiors and subordinates that constrains the self-interested behavior that erodes firm value. This Article applies this model to the responsibilities of the Chief Legal Officer (“CLO”), also known as the firm’s general counsel, who is an indispensable generator of organic corporate governance

Neural Dynamics in Parkinsonian Brain:The Boundary Between Synchronized and Nonsynchronized Dynamics

Synchronous oscillatory dynamics is frequently observed in the human brain. We analyze the fine temporal structure of phase-locking in a realistic network model and match it with the experimental data from parkinsonian patients. We show that the experimentally observed intermittent synchrony can be generated just by moderately increased coupling strength in the basal ganglia circuits due to the lack of dopamine. Comparison of the experimental and modeling data suggest that brain activity in Parkinson's disease resides in the large boundary region between synchronized and nonsynchronized dynamics. Being on the edge of synchrony may allow for easy formation of transient neuronal assemblies

Smectic ordering in liquid crystal - aerosil dispersions II. Scaling analysis

Liquid crystals offer many unique opportunities to study various phase transitions with continuous symmetry in the presence of quenched random disorder (QRD). The QRD arises from the presence of porous solids in the form of a random gel network. Experimental and theoretical work support the view that for fixed (static) inclusions, quasi-long-range smectic order is destroyed for arbitrarily small volume fractions of the solid. However, the presence of porous solids indicates that finite-size effects could play some role in limiting long-range order. In an earlier work, the nematic - smectic-A transition region of octylcyanobiphenyl (8CB) and silica aerosils was investigated calorimetrically. A detailed x-ray study of this system is presented in the preceding Paper I, which indicates that pseudo-critical scaling behavior is observed. In the present paper, the role of finite-size scaling and two-scale universality aspects of the 8CB+aerosil system are presented and the dependence of the QRD strength on the aerosil density is discussed.Comment: 14 pages, 10 figures, 1 table. Companion paper to "Smectic ordering in liquid crystal - aerosil dispersions I. X-ray scattering" by R.L. Leheny, S. Park, R.J. Birgeneau, J.-L. Gallani, C.W. Garland, and G.S. Iannacchion

Synthetic Molecular Clouds from Supersonic MHD and Non-LTE Radiative Transfer Calculations

The dynamics of molecular clouds is characterized by supersonic random motions in the presence of a magnetic field. We study this situation using numerical solutions of the three-dimensional compressible magneto-hydrodynamic (MHD) equations in a regime of highly supersonic random motions. The non-LTE radiative transfer calculations are performed through the complex density and velocity fields obtained as solutions of the MHD equations, and more than 5x10^5 synthetic molecular spectra are obtained. We use a numerical flow without gravity or external forcing. The flow is super-Alfvenic and corresponds to model A of Padoan and Nordlund (1997). Synthetic data consist of sets of 90x90 synthetic spectra with 60 velocity channels, in five molecular transitions: J=1-0 and J=2-1 for 12CO and 13CO, and J=1-0 for CS. Though we do not consider the effects of stellar radiation, gravity, or mechanical energy input from discrete sources, our models do contain the basic physics of magneto-fluid dynamics and non-LTE radiation transfer and are therefore more realistic than previous calculations. As a result, these synthetic maps and spectra bear a remarkable resemblance to the corresponding observations of real clouds.Comment: 33 pages, 12 figures included, 5 jpeg figures not included (fig1a, fig1b, fig3, fig4 fig5), submitted to Ap