431 research outputs found

    Good Faith in Partner Expulsions: Application of a Contract Law Paradigm

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    What Ifs and Multi-directional symptoms PBL cases: two simple and functional adjuncts to problem-based learning materials

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    Although problem-based learning (PBL) is widely used in medical education for its many virtues, a number of deficiencies exist. As means of enhancing the experience of PBL for students, two relatively simple adjuncts to PBL are presented. What Ifs are short hypothetical scenarios, appended to the end of a PBL case, that require students to revisit elements of the PBL case just completed and apply their newly acquired knowledge to clinical reasoning in an altered scenario or to explore anew another dimension of the PBL case. Multi-directional symptoms PBL cases are cases where a common presenting symptom, rather than a specific pathology, is the focus of the PBL case and, following a core narrative of the initial patient presentation, a series of independent continuation narratives with appropriate histories, examination findings and investigation results, lead students to divergent diagnoses and management issues. In addition to keeping the PBL process fresh by rotating new materials regularly, these adjuncts extend the PBL process in the direction of case-based learning

    \u27Public\u27 Mutual Funds

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    The concentration of public equity in the hands of just a few mutual-fund complexes has raised concerns about whether these institutions take seriously the stewardship obligations that come with the significant voting power that they have amassed. One leading theory, the agency-cost theory, is that the major fund complexes, all of which specialize in passively managed funds, lack the incentive to adequately police corporate managers on behalf of fund shareholders. Others counter that competition for mutual-fund investors provides sufficient incentive for satisfactory oversight. I argue that neither agency costs nor competitive incentives are the primary driver of stewardship behavior. Rather, the large mutual-fund complexes act out of fear of public retribution. They recognize that failure to look like good stewards could lead to potentially costly regulations. This ‘publicness’ view stems from work that explains important aspects of securities regulation as a response to the public’s desire to impose accountability and transparency mechanisms usually associated with public bodies on powerful private institutions. This lens suggests that large mutual-fund complexes act as stewards to avoid the consequences of publicness, but does not suggest a need for reform

    Stewardship Theater

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    Large asset managers like BlackRock and Vanguard have amassed staggering equity holdings. The voting rights that accompany these holdings give them enormous power over many of the world’s largest companies. This unprecedented concentration of influence in a small group of financial intermediaries is a pressing policy concern. While law and finance literature on the topic has recently exploded, no one has offered a satisfying theory to explain their voting behavior. Existing work tries to understand their approach to voting in conventional terms—as an attempt to improve the performance of portfolio firms—but this is not why large asset managers vote the way they do. In contrast, this Article offers a political theory of asset-manager voting. Because of the power they wield, and the high stakes involved, large asset managers risk severe political blowback from looking like reluctant participants in corporate governance and from voting counter to the views of powerful politicians. As a result, politics rather than finance drives their decisions. Politically motivated asset-manager voting is problematic. It leads to market uncertainty and threatens the core division between business and government. It is also an illegitimate use of the voting power that asset managers are duty-bound to exercise on behalf of the shareholders in the funds that they oversee. But voting authority is a privilege not a right. To draw politics out of corporate governance, regulators should require that asset managers seek input from fund shareholders and reflect that input in their votes

    De Facto Shareholder Primacy

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    For generations, scholars have debated the purpose of corporations. Should they maximize shareholder value or balance shareholder interests against the corporation’s broader social and economic impact? A longstanding and fundamental premise of this debate is that, ultimately, it is up to corporations to decide. But this understanding is obsolete. Securities law robs corporations of this choice. Once corporations go public, the securities laws effectively require that they maximize share price at the expense of all other goals. This Article is the first to identify the profound impact that the securities laws have on the purpose of public firms — a phenomenon that it calls “de facto shareholder primacy.” The Article makes three primary contributions to the literature. First, it provides a rich and layered account of de facto shareholder primacy. The phenomenon is not the result of considered legislation and regulatory decision. Rather, hedge-fund activists leverage the transparency that the securities laws afford to identify, and force companies to adopt, strategies that increase share prices. Their activities cast a shadow over the public market. Because firms must maximize share prices or face costly, disruptive, and protracted battles with activist hedge funds, they preemptively focus solely on stock values. The activists’ novel and opportunistic use of the securities laws has transformed the regulatory apparatus into a powerful lever of shareholder primacy. Second, this Article shows how this distortion of the regulations causes harm. The activities of activists bring the laws into conflict with principles of federalism and private ordering, which hurts entrepreneurs, investors, and equity markets. Finally, to address these concerns, the Article recommends a small change to the securities laws that would end hedge-fund activism and thereby disentangle the securities laws from corporate purpose

    Mobility and transverse flow visualization using phase variance contrast with spectral domain optical coherence tomography

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    Phase variance-based motion contrast is demonstrated using two phase analysis methods in a spectral domain optical coherence tomography system. Mobility contrast is demonstrated for an intensity matched Intralipid solution placed without flow within agarose wells. Vasculature oriented transversely to the imaging direction has been imaged for 3-4 dpf in vivo zebrafish using the phase variance contrast methods. 2D phase variance contrast images are demonstrated with imaging times only 25% higher than a Doppler flow image with comparable statistics. En face images created by integrating depth regions of 3D zebrafish intensity and phase variance contrast data demonstrate vasculature consistent with expected images

    Social Enterprise Law: A Theoretical And Comparative Perspective

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    This article analyzes social enterprise from a theoretical and comparative perspective. Social enterprises are distinct from nonprofits because they have equity-holders; they are distinct from socially minded for-profits because their mission is sacrosanct. We set out a regulatory template to support entities with this unique hybrid character. Only companies that commit to a mission-centric purpose, and adopt transparency and accountability mechanisms that police faithfulness to this commitment, would be entitled to call themselves “social enterprises.” This narrowly tailored regulatory structure would allow these firms to stand out and attract likeminded consumers and investors. Neither the US nor the EU offers something like this. Social enterprises in the US may form as benefit corporations and obtain the related B Corp certification. These mechanisms, while laudable, fall short because they group socially minded firms and social enterprises together despite the important distinction between the two. Such conflation is not a problem in the EU. A number of EU countries have specific social-enterprise regulations. But the rules vary greatly. They also tend to define social enterprise too narrowly, fail to mandate appropriate governance structures, and lack transparency mandates. A proposed EU-wide rule would help harmonize the area, but it is too reliant on country-level rules to have a significant impact. Social enterprises on both continents would benefit from new rules that appreciate their unique role in the economy and hold them to their principles

    Blockchain - A Solution to Age-old Problems: Overview, Case Examples and Research Ideas

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    Blockchain is an emerging technology that is already beginning to transform business models, and is a topic about which information systems scholars and teachers need to become more knowledgeable. This essay summarizes blockchain technology and discusses several use cases where organizations implemented blockchain solutions for issues that have had a long history. We then summarize our findings from across these cases and offer some research suggestions

    Corporate Democracy and the Intermediary Voting Dilemma

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    Corporate governance is changing. For the past two decades, the focus of shareholder voting and engagement was deconstructing impediments to shareholder power and increasing managerial accountability. The goal of these interventions was to increase firm value by reducing agency costs. Increasingly, however, environmental and social issues have risen to the fore. This new focus is arguably more about values than value. This Article is the first to argue that, because of this shift, institutional intermediaries—namely, pension and mutual fund managers—can no longer vote and engage on the affairs of their portfolio companies without seeking the input of the pension-plan participants and mutual-fund shareholders who are their beneficiaries. We argue that the fiduciary duties of fund managers compel them to seek this input. We further argue that regulators should supplement existing fiduciary standards by adopting formal requirements that managers of mutual funds and pension funds seek input from their beneficiaries on their views, reflect those views in their engagement efforts and their votes, and publicly disclose how they have complied. At the same time, we caution against an approach in which fund managers shirk their intermediary role by implementing pass-through voting or rigidly voting in proportion to the preferences expressed by their beneficiaries. Instead, fund managers should act like elected representatives. They should continue to exercise voting power for the securities in the portfolios that they manage and should have discretion in how to incorporate the input they receive from fund beneficiaries. This enables professional fund managers to use their sophistication and experience to translate beneficiary preferences—which might be incomplete, vague, and contradictory—into individualized and informed votes at each of their portfolio firms. It also retains the ability of fund managers to leverage the economic power of dispersed beneficiaries consistent with their historical success in reducing the traditional collective action problems associated with shareholder voting. In reconceptualizing the role of intermediaries, this approach preserves the benefits of intermediation while better aligning intermediary stewardship with beneficiary best interests

    Volumetric microvascular imaging of human retina using optical coherence tomography with a novel motion contrast technique

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    Phase variance-based motion contrast imaging is demonstrated using a spectral domain optical coherence tomography system for the in vivo human retina. This contrast technique spatially identifies locations of motion within the retina primarily associated with vasculature. Histogram-based noise analysis of the motion contrast images was used to reduce the motion noise created by transverse eye motion. En face summation images created from the 3D motion contrast data are presented with segmentation of selected retinal layers to provide non-invasive vascular visualization comparable to currently used invasive angiographic imaging. This motion contrast technique has demonstrated the ability to visualize resolution-limited vasculature independent of vessel orientation and flow velocity
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