The Independent Board as Shield

The fiduciary duty of loyalty bars CEOs and other executives from managing companies for personal gain. In the modern public corporation, this restriction is reinforced by a pair of institutions: the independent board of directors and the business judgment rule. In isolation, each structure arguably promotes manager fidelity to shareholder interests—but together, they enable manager prioritization. This marks a particularly striking turn for the independent board. Its origin story and raison d’être lie in protecting shareholders from opportunism by managers, but it functions as a shield for managers instead. Numerous defects in the design and practice of the independent board inhibit its ability to curb managerial excess. Nowhere is this more evident than in the context of transactions that enrich the CEO. When executive compensation and similar matters are approved by independent directors, they take on a new quality: they become insulated by the business judgment rule. This rule is commonly justified as giving legal effect to the comparative advantage of businesspeople in their domain—in determining the price of a product, for example—and it immunizes such decisions from court challenge. But independent directors can opt to extend the rule’s protection beyond this narrow class of duty of care cases to domains that squarely implicate the duty of loyalty. The result is a shield for conflicts of interest that defeats the major objective of the independent board and important goals of corporate law more generally. This Article proposes to eliminate the independent board’s paradoxical shield quality by ending business judgment protection for claims implicating the duty of loyalty. Judges would apply the familiar entire fairness standard instead. The clearest rationale for this reform comes from the logic of the rule itself: comparative advantage. Judges, not businesspeople, are best situated to adjudicate conflicts of interest. More broadly, the Article’s analysis suggests that the pro-shareholder reputation of the independent board is overstated and may have inadvertently fostered a sense of complacency around board power

Rewriting Our Nation\u27s Deadly Traffic Manual

Every day, Americans entrust their lives to a road system that is governed by the Manual on Uniform Traffic Control Devices for Streets and Highways (the Manual). On its face, this Federal Highway Administration (FHWA) publication is a straightforward technical document. It contains over eight hundred pages of engineering guidance on everything from traffic-light placement to the font of highway signs. It also establishes acceptable methods for officials to modify speed limits. While such provisions may sound inconsequential, some of the Manual’s provisions have far-reaching, even deadly, consequences. They prioritize vehicular speed over public safety, mobility over other uses of public space, and driving over other modes of mobility. With these car-centric priorities, the Manual has helped generate a nearly constant and fast- moving stream of vehicle traffic that renders road users like pedestrians, wheelchair users, and cyclists vulnerable. Moreover, by giving preference to driving over other modes of transportation, the Manual has indirectly facilitated a rise in transportation-related greenhouse gas emissions that are the single largest contributor to climate change. Despite the evidence stacked against some of its most important provisions, the Manual has stubbornly endured — perhaps because it has been virtually unknown outside of transportation engineering and urban planning. But over the past year, the Manual has finally started to receive the scrutiny it deserves. In 2020, the FHWA proposed a new draft of the Manual that would maintain the current version’s most outdated and discredited features. During a recently closed notice-and-comment process, the agency received over 26,500 comments. Even in the unlikely event that the agency rips up the proposed revisions and starts fresh, the core of the Manual will probably remain intact for years to come. This Essay explains how the Manual biases transportation behavior in dangerous and inequitable ways. It urges the FHWA to use its emergency powers to rescind its most damaging provision — the so-called 85th Percentile Rule, which legalizes dangerously high speeds of traffic — and to undertake a complete rewrite that follows a scientifically sound, evidence-based approach; prioritizes safety, access, equity, climate action, and prosperity; and incorporates feedback from diverse stakeholders

The genetic architecture of the human cerebral cortex

The cerebral cortex underlies our complex cognitive capabilities, yet little is known about the specific genetic loci that influence human cortical structure. To identify genetic variants that affect cortical structure, we conducted a genome-wide association meta-analysis of brain magnetic resonance imaging data from 51,665 individuals. We analyzed the surface area and average thickness of the whole cortex and 34 regions with known functional specializations. We identified 199 significant loci and found significant enrichment for loci influencing total surface area within regulatory elements that are active during prenatal cortical development, supporting the radial unit hypothesis. Loci that affect regional surface area cluster near genes in Wnt signaling pathways, which influence progenitor expansion and areal identity. Variation in cortical structure is genetically correlated with cognitive function, Parkinson's disease, insomnia, depression, neuroticism, and attention deficit hyperactivity disorder

Rewriting Our Nation\u27s Deadly Traffic Manual

Every day, Americans entrust their lives to a road system that is governed by the Manual on Uniform Traffic Control Devices for Streets and Highways (the Manual). On its face, this Federal Highway Administration (FHWA) publication is a straightforward technical document. It contains over eight hundred pages of engineering guidance on everything from traffic-light placement to the font of highway signs. It also establishes acceptable methods for officials to modify speed limits. While such provisions may sound inconsequential, some of the Manual’s provisions have far-reaching, even deadly, consequences. They prioritize vehicular speed over public safety, mobility over other uses of public space, and driving over other modes of mobility. With these car-centric priorities, the Manual has helped generate a nearly constant and fast- moving stream of vehicle traffic that renders road users like pedestrians, wheelchair users, and cyclists vulnerable. Moreover, by giving preference to driving over other modes of transportation, the Manual has indirectly facilitated a rise in transportation-related greenhouse gas emissions that are the single largest contributor to climate change. Despite the evidence stacked against some of its most important provisions, the Manual has stubbornly endured — perhaps because it has been virtually unknown outside of transportation engineering and urban planning. But over the past year, the Manual has finally started to receive the scrutiny it deserves. In 2020, the FHWA proposed a new draft of the Manual that would maintain the current version’s most outdated and discredited features. During a recently closed notice-and-comment process, the agency received over 26,500 comments. Even in the unlikely event that the agency rips up the proposed revisions and starts fresh, the core of the Manual will probably remain intact for years to come. This Essay explains how the Manual biases transportation behavior in dangerous and inequitable ways. It urges the FHWA to use its emergency powers to rescind its most damaging provision — the so-called 85th Percentile Rule, which legalizes dangerously high speeds of traffic — and to undertake a complete rewrite that follows a scientifically sound, evidence-based approach; prioritizes safety, access, equity, climate action, and prosperity; and incorporates feedback from diverse stakeholders

Fluid and Tissue Biomarkers of Lewy Body Dementia: Report of an LBDA Symposium

The Lewy Body Dementia Association (LBDA) held a virtual event, the LBDA Biofluid/Tissue Biomarker Symposium, on January 25, 2021, to present advances in biomarkers for Lewy body dementia (LBD), which includes dementia with Lewy bodies (DLBs) and Parkinson's disease dementia (PDD). The meeting featured eight internationally known scientists from Europe and the United States and attracted over 200 scientists and physicians from academic centers, the National Institutes of Health, and the pharmaceutical industry. Methods for confirming and quantifying the presence of Lewy body and Alzheimer's pathology and novel biomarkers were discussed

Fluid and Tissue Biomarkers of Lewy Body Dementia: Report of an LBDA Symposium.

The Lewy Body Dementia Association (LBDA) held a virtual event, the LBDA Biofluid/Tissue Biomarker Symposium, on January 25, 2021, to present advances in biomarkers for Lewy body dementia (LBD), which includes dementia with Lewy bodies (DLBs) and Parkinson's disease dementia (PDD). The meeting featured eight internationally known scientists from Europe and the United States and attracted over 200 scientists and physicians from academic centers, the National Institutes of Health, and the pharmaceutical industry. Methods for confirming and quantifying the presence of Lewy body and Alzheimer's pathology and novel biomarkers were discussed