The Geography of \u3cem\u3eRevlon\u3c/em\u3e-Land

In Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., the Delaware Supreme Court explained that, when a target board of directors enters Revlon-land, the board’s role changes from that of “defenders of the corporate bastion to auctioneers charged with getting the best price for the stockholders at a sale of the company.” Unfortunately, the Court’s colorful metaphor obfuscated some serious doctrinal problems. What standards of judicial review applied to director conduct outside the borders of Revlon-land? What standard applied to director conduct falling inside Revlon-land’s borders? And when did one enter that mysterious country? By the mid-1990s, the Delaware Supreme Court had worked out a credible set of answers to those questions. The seemingly settled rules made doctrinal sense and were sound from a policy perspective. Indeed, my thesis herein is that Revlon and its progeny should be praised for having grappled—mostly successfully—with the core problem of corporation law: the tension between authority and accountability. A fully specified account of corporate law must incorporate both values. On the one hand, corporate law must implement the value of authority in developing a set of rules and procedures providing efficient decision making. U.S. corporate law does so by adopting a system of director primacy. In the director primacy (a.k.a. board-centric) form of corporate governance, control is vested not in the hands of the firm’s so-called owners—the shareholders—who exercise virtually no control over either day-to-day operations or long-term policy, but in the hands of the board of directors and their subordinate professional managers. On the other hand, the separation of ownership and control in modern public corporations obviously implicates important accountability concerns, which corporate law must also address. Academic critics of Delaware’s jurisprudence typically err because they are preoccupied with accountability at the expense of authority. In contrast, or so I will argue, Delaware’s takeover jurisprudence correctly recognizes that both authority and accountability have value. Achieving the proper mix between these competing values is a daunting—but necessary—task. Ultimately, authority and accountability cannot be reconciled. At some point, greater accountability necessarily makes the decision-making process less efficient. Making corporate law therefore requires a careful balancing of these competing values. Striking such a balance is the peculiar genius of Unocal and its progeny. In recent years, however, the Delaware Chancery Court has gotten lost in Revlon-land. A number of chancery decisions have drifted away from the doctrinal parameters laid down by the Delaware Supreme Court. In this Article, I argue that they have done so because the Chancellors have misidentified the policy basis on which Revlon rests. Accordingly, I argue that chancery should adopt a conflict of interest–based approach to invoking Revlon, which focuses on where control of the resulting corporate entity rests when the transaction is complete

Revitalizing SEC Rule 14a-8’s Ordinary Business Exclusion: Preventing Shareholder Micromanagement by Proposal

Who decides what products a company should sell, what prices it should charge, and so on? Is it the board of directors, the top management team, or the shareholders? In large corporations, of course, the answer is the top management team operating under the supervision of the board. As for the shareholders, they traditionally have had no role in these sort of operational decisions. In recent years, however, shareholders have increasingly used SEC Exchange Act Rule 14a-8 (the so-called “Shareholder Proposal Rule”) to not just manage but even micromanage corporate decisions. The Rule permits a qualifying shareholder of a public corporation registered with the SEC to force the company to include a resolution and supporting statement in the company’s proxy materials for its annual meeting. In theory, Rule 14a-8 contains limits on shareholder micromanagement. The Rule permits management to exclude proposals on a number of both technical and substantive bases, of which the exclusion of proposals relating to ordinary business operations under Rule 14a-8(i)(7) is the most pertinent for present purposes. Rule 14a-8(i)(7) is intended to permit exclusion of a proposal that “seeks to ‘micro-manage’ the company by probing too deeply into matters of a complex nature upon which shareholders, as a group, would not be in a position to make an informed judgment.” Unfortunately, court decisions have largely eviscerated the ordinary business operations exclusion. For example, corporate decisions involving “matters which have significant policy, economic or other implications inherent in them” may not be excluded as ordinary business matters. This creates a gap through which countless proposals have made it onto corporate proxy statements. This Article proposes an alternative standard that is not only grounded in relevant state corporate law principles but is easier to administer than the existing judicial tests. Under it, courts first look to the state law definition of ordinary business matters. The court then determines whether the matter is one of substance rather than procedure. Only proposals passing muster under both standards should be deemed proper

Greenbug: a hybrid web-inspector, debugger and design editor for greenstone

In this paper we present Greenbug: a hybrid web inspector, debugger and design editor developed for use with the open source digital library software Greenstone 3. Inspired by the web development tool Firebug, Greenbug is more tightly coupled with the underlying (digital library) server than that provided by Firebug; for example, Greenbug has a fine-grained knowledge of the connection between the underlying file system and the rendered web content, and also provides the ability to commit any changes made through the web interface back to the underlying file system. Moreover, because web page production in Greenstone 3 is the result of an XSLT processing pipeline, the necessarily well-formed hierarchical XML content can be manipulated into a graphical representation, which can then be manipulated directly through a visual interface supplied by Greenbug. We showcase the interface in use, provide a brief overview of implementation details, and conclude with a discussion on how the approach can be adapted to other XSLT transformation-based content management systems, such as DSpace

Constructing digital library interfaces

The software technologies used to create web interfaces for digital libraries are discussed using examples from Greenstone 3

That's 'é' not 'þ' '?' or '☐': a user-driven context-aware approach to erroneous metadata in digital libraries

In this paper we present a novel system for user-driven integration of name variants when interacting with web-based information systems. The growth and diversity of online information means that many users experience disambiguation and collocation errors in their information searching. We approach these issues via a client-side JavaScript browser extension that can reorganise web content and also integrate remote data sources. The system is illustrated through three worked examples using existing digital libraries

Interactive context-aware user-driven metadata correction in digital libraries

Personal name variants are a common problem in digital libraries, reducing the precision of searches and complicating browsing-based interaction. The book-centric approach of name authority control has not scaled to match the growth and diversity of digital repositories. In this paper, we present a novel system for user-driven integration of name variants when interacting with web-based information-in particular digital library-systems. We approach these issues via a client-side JavaScript browser extension that can reorganize web content and also integrate remote data sources. Designed to be agnostic towards the web sites it is applied to, we illustrate the developed proof-of-concept system through worked examples using three different digital libraries. We discuss the extensibility of the approach in the context of other user-driven information systems and the growth of the Semantic Web

Extending Greenstone for Institutional Repositories

We examine the problem of designing a generalized system for building institutional repositories. Widely used schemes such as DSpace are tailored to a particular set of requirements: fixed metadata set; standard view when searching and browsing; pre-determined sequence for depositing items; built-in workflow for vetting new items. In contrast, Fedora builds in flexibility: institutional repositories are just one possible instantiation—however generality incurs a high overhead and uptake has been sluggish. This paper shows how existing components of the Greenstone software can be repurposed to provide a generalized institutional repository that falls between these extremes

Social music in cars

This paper builds an understanding of how music is currently experienced by a social group travelling together in a car - how songs are chosen for playing, how music both reflects and influences the group’s mood and social interaction, who supplies the music, the hardware/software that supports song selection and presentation. This fine-grained context emerges from a qualitative analysis of a rich set of ethnographic data (participant observations and interviews) focusing primarily on the experience of in-car music on moderate length and long trips. We suggest features and functionality for music software to enhance the social experience when travelling in cars, and prototype and test a user interface based on design suggestions drawn from the data

Experiences with the Greenstone digital library software for international development

Greenstone is a versatile open source multilingual digital library environment, emerging from research on text compression within the New Zealand Digital Library Research Project in the Department of Computer Science at the University of Waikato. In 1997 we began to work with Human Info NGO to help them produce fully-searchable CD-ROM collections of humanitarian information. The software has since evolved to support a variety of application contexts. Rather than being simply a delivery mechanism, we have emphasised the empowerment of users to create and distribute their own digital collections