Centrality and pseudorapidity dependence of the transverse energy flow in pPb collisions at sqrt(s_NN) = 5.02 TeV

The almost hermetic coverage of CMS is used to measure the distribution of transverse energy as a function of pseudo-rapidity for pPb collisions at $\sqrt{s_{NN}} = 5.02$ TeV. For minimum bias collisions $(1/N)~dE_T/d\eta$ reaches 23 GeV which implies an $E_T$ per participant pair comparable to that of peripheral PbPb collisions at $\sqrt{s_{NN}} = 2.76$ TeV. The centrality dependence of transverse energy production has been studied using centrality measures defined in three different angular regions. There is a strong auto-correlation between $(1/N)~dE_T/d\eta$ and the $\eta$ range used to define centrality %both for data and the EPOS-LHC and HIJING event generators. The centrality dependence of the data is much stronger for $\eta$ values on the lead side than the proton side and shows significant differences from that predicted by either event generator.Comment: 4 pages, 4 figures, proceedings of the Quark Matter 2015 Conferenc

Dual Class Stock in Comparative Context

Review of the article by Marc T. Moore, Designing Dual Class Sunsets: The Case for a Transfer-Centered Approach, University College London Faculty of Laws Working Paper No. 9/2019, available at SSRN

Artificially Intelligent Boards and the Future of Delaware Corporate Law

The prospects for Artificial Intelligence (AI) to impact the development of Delaware corporate law are at once over- and under-stated. As a general matter, claims to the effect that AI systems might ultimately displace human directors not only exaggerate the foreseeable technological potential of these systems, but also tend to ignore doctrinal and institutional impediments intrinsic to Delaware\u27s competitive model – notably, heavy reliance on nuanced and context-specific applications of the fiduciary duty of loyalty by a true court of equity. At the same time, however, there are specific applications of AI systems that might not merely be accommodated by Delaware corporate law, but perhaps eventually required. Such an outcome would appear most plausible in the oversight context, where fiduciary loyalty has been interpreted to require good faith effort to adopt a reasonable compliance monitoring system, an approach driven by an implicit cost-benefit analysis that could lean decisively in favor of AI-based approaches in the foreseeable future. This article discusses the prospects for AI to impact Delaware corporate law in both general and specific respects and evaluates their significance. Section II describes the current state of the technology and argues that AI systems are unlikely to develop to the point that they could displace the full range of functions performed by human boards in the foreseeable future. Section III, then, argues that even if the technology were to achieve more impressive results in the near-term than I anticipate, acceptance of non-human directors would likely be blunted by doctrinal and institutional structures that place equity at the very heart of Delaware corporate law. Section IV, however, suggests that there are nevertheless discrete areas within Delaware corporate law where reliance by human directors upon AI systems for assistance in board decision-making might not merely be accommodated, but eventually required. This appears particularly plausible in the oversight context, where fiduciary loyalty has become intrinsically linked with adoption of compliance monitoring systems that are themselves increasingly likely to incorporate AI technologies. Section V briefly concludes

Corporate Governance Reform in Post-Crisis Financial Firms: Two Fundamental Tensions

The manner in which financial firms are governed directly impacts the stability and sustainability of both the financial sector and the real economy, as the financial crisis and associated regulatory reform efforts have tragically demonstrated. However, two fundamental tensions continue to complicate efforts to reform corporate governance in post-crisis financial firms. The first relates to reliance on increased equity capital as a buffer against shocks and a means of limiting leverage. The tension here arises from the fact that no corporate constituency desires risk more than equity does, and that risk preference only tends to be stronger in banks, and in financial distress - which places a premium on evaluating who these capital providers are, and what their risk incentives look like. The second tension relates to reliance on increased board independence as a buffer between the risk management function and senior corporate management. The tension here arises from the fact that a growing empirical literature increasingly associates board independence with increased risk-taking and worse performance in the wake of the crisis, in addition to the more general concern that independent directors may lack industry-relevant expertise. This once again places a premium on evaluating who these outside voices in the boardroom are, and what capacities they bring to the table in the financial context. This essay explores these tensions in the context of financial firm governance and assesses the intellectual groundwork that remains to be done as a preliminary to identifying a coherent way forward

Artificially Intelligent Boards and the Future of Delaware Corporate Law

This article argues that the prospects for Artificial Intelligence (AI) to impact corporate law are at once over- and under-stated, focusing on the law of Delaware – the predominant jurisdiction of incorporation for US public companies. Claims that AI systems might displace human directors not only exaggerate AI’s foreseeable technological potential, but ignore doctrinal and institutional impediments intrinsic to Delaware’s competitive model – notably, heavy reliance on nuanced applications of the fiduciary duty of loyalty by a true court of equity. At the same time, however, there are discrete AI applications that might not merely be accommodated by Delaware corporate law, but perhaps eventually required. This would appear most likely in the oversight context, where loyalty has been interpreted to require good faith effort to adopt a reasonable compliance monitoring system, an approach driven by an implicit cost-benefit analysis that could lean decisively in favour of AI-based approaches in the foreseeable future

Center-Left Politics and Corporate Governance: What Is the \u27Progressive\u27 Agenda?

For as long as corporations have existed, debates have persisted among scholars, judges, and policymakers regarding how best to describe their form and function as a positive matter, and how best to organize relations among their various stakeholders as a normative matter. This is hardly surprising given the economic and political stakes involved with control over vast and growing corporate resources, and it has become commonplace to speak of various approaches to corporate law in decidedly political terms. In particular, on the fundamental normative issue of the aims to which corporate decision-making ought to be directed, shareholder-centric conceptions of the corporation have long been described as politically right-leaning while stakeholder-oriented conceptions have conversely been described as politically left-leaning. When the frame of reference for this normative debate shifts away from state corporate law, however, a curious reversal occurs. Notably, when the debate shifts to federal political and judicial contexts, one often finds actors associated with the political left championing expansion of shareholders\u27 corporate governance powers, and those associated with the political right advancing more stakeholder-centric conceptions of the corporation. The aim of this article is to explain this disconnect and explore its implications for the development of U.S. corporate governance, with particular reference to the varied and evolving corporate governance views of the political left - the side of the spectrum where, I argue, the more dramatic and illuminating shifts have occurred over recent decades, and where the state/federal divide is more difficult to explain. A widespread and fundamental reorientation of the Democratic Party toward decidedly centrist national politics fundamentally altered the role of corporate governance and related issues in the project of assembling a competitive coalition capable of appealing to working- and middle-class voters. Grappling with the legal, regulatory, and institutional frameworks - as well as the economic and cultural trends - that conditioned and incentivized this shift will prove critical to understanding the state/federal divide regarding what the progressive corporate governance agenda ought to be and how the situation might change as the Democratic Party formulates responses to the November 2016 election. I begin with a brief terminological discussion, examining how various labels associated with the political left tend to be employed in relevant contexts, as well as varying ways of defining the field of corporate governance itself. I then provide an overview of progressive thinking about corporate governance in the context of state corporate law, contrasting those views with the very different perspectives associated with center-left political actors at the federal level. Based on this descriptive account, I then examine various legal, regulatory, and institutional frameworks, as well as important economic and cultural trends, that have played consequential roles in prompting and/or exacerbating the state/federal divide. These include fundamental distinctions between state corporate law and federal securities regulation; the differing postures of lawmakers in Delaware and Washington, DC; the rise of institutional investors; the evolution of organized labor interests; certain unintended consequences of extra-corporate regulation; and the Democratic Party\u27s sharp rightward shift since the late 1980s. The article closes with a brief discussion of the prospects for state/federal convergence, concluding that the U.S. corporate governance system will likely remain theoretically incoherent for the foreseeable future due to the extraordinary range of relevant actors and the fundamentally divergent forces at work in the very different legal and political settings they inhabit

Leveraging Corporate Law: A Broader Account of Delaware\u27s Competition

Delaware inhabits a competitive landscape that includes, but is not limited to, corporate law. Like other small jurisdictions active in cross-border corporate and financial services, Delaware has become widely associated with a particular area of specialization, providing de facto U.S. corporate law for large, publicly traded companies. However, the economic development imperatives prompting this have also led Delaware to explore opportunities in related though distinct fields that build upon this platform – effectively leveraging their corporate law advantage to expand and diversify the state\u27s revenue streams. This article assesses Delaware\u27s competitive position amidst this broader landscape.Part II provides an overview of prevailing accounts of U.S. corporate charter competition, which generally conclude that Delaware no longer faces substantial competition from other states; when the frame of reference is limited to domestic corporate charter competition, only federal preemption would appear to pose a substantial threat to Delaware\u27s dominance. In response to these prevailing accounts, this part suggests that such a narrow view of the competitive landscape misses important dynamics that could affect Delaware\u27s position moving forward. Minimally, these include the emergence of competitors abroad that challenge Delaware\u27s corporate dominance on multiple fronts – both internationally and with respect to chartering of large companies based in the United States.Part III pushes the analysis further, however, by assessing Delaware\u27s broader competitive landscape beyond corporate law, as such. This section reframes the matter by reference to underlying economic development imperatives, which are particularly pressing for smaller, resource-constrained jurisdictions like Delaware. It then examines Delaware\u27s efforts to leverage corporate law – that is, to build on Delaware\u27s corporate law advantage by expanding into related though distinct fields that build upon that preexisting platform, including aspects of financial services and insurance where chartering and innovative entity structures loom large.Part IV concludes, observing that this broader framing – including cross-border and extra- corporate dynamics – reveals a more complex competitive landscape than prevailing accounts can accommodate. Overall, Delaware faces real competition from a range of domestic and foreign jurisdictions that have grappled with similar economic development challenges through similar strategies, producing global competitive dynamics that may substantially impact Delaware\u27s long-term prospects

Asset Partitioning and Financial Innovation

Review of the article by Ofer Eldar and Andrew Verstein titled “The Enduring Distinction between Business Entities and Security Interests”, 92 Southern California Law Review, no. 2 (2019)

Index Funds and Millennial Assets

This piece is a review of a forthcoming article titled “Shareholder Value(s): Index Fund ESG Activism and the New Millennial Corporate Governance” (in the Southern California Law Review by M. Barzuza, Q. Curtis and D. Webber). Bruner is a contributing editor to JOTWELL’s Corporate Law section