1,263 research outputs found

    Re-inventing the limited liability company

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    Research issue/ Question: The evolution of corporate governance thinking and its implications for theory building. The 19th century concept of the corporation still underpins corporate governance practice today: if the company was re-invented to meet contemporary circumstances, what might it look like today? Research Insights/ Findings: The original corporate concept was superbly simple and brilliantly successful. Subsequently, the growing diversity of corporate objectives, confused ownership structures, and complex corporate groups, has led to abuse. Society has lost the control which it originally demanded for the right to incorporate companies in which shareholders’ had no liability for corporate debts beyond their equity stake. Faced with government bail-outs of failing companies, allegedly excessive executive remuneration, and a growing concern for corporate social responsibility and sustainability, the time has come to rethink the rationale, the purpose and the governance of the joint-stock, limited-liability company. Theoretical/ Academic implications: This paper has been written in response to the editor’s initiative to seek contributions that might provide alternative theoretical insights into corporate governance issues. By taking an historical, evolutionary perspective, this paper looks at corporate governance through a different lens than those of agency theory, stewardship theory or the growing philosophical interest in corporate social responsibility. The primary theoretical call is for a taxonomy of corporate entities that differentiates them according to the way that power is exercised over them. The paper highlights three unresolved paradoxes in corporate governance orthodoxy: governance by principles or rules, independent directors’ ignorance of the business, and the unitary board’s dual responsibility for both performance and conformance. Practitioner/Policy implications: The paper offers an alternative paradigm for the governance of corporate entities introducing the concepts of the Governing Body, the Executive Management and Stakeholder Liaison Groups. It is also suggested that external auditors should report to regulators not directors. The underlying argument is that limited liability is a privilege granted by society not a right: what society grants, society can take away if it is not satisfied with the way companies are managed or governed. Keywords: limited liability, corporate taxonomy, evolution of corporate governance, auditors’ responsibilities, Governing Body, Stakeholder Liaison Groups

    Neural representation of stimulus category membership across modalities

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    Category learning is a process through which common features among category members, distinctive features among non-members, or even both, are identified (Hammer et al., 2009). This process is a critical aspect of cognition and can guide decision making and information inference. Furthermore, category learning is involved among a large number of stimuli, including visual (Folstein et al., 2013), auditory (Ley et al., 2012), olfactory (Qu et al., 2016), and multisensory (Viganòa, Borghesani, & Piazza, 2021) stimuli. The aim of this systematic review is to determine and qualitatively analyze studies that investigate the changes in the neural representations of stimuli that follow category learning. Specifically, the scope of this review will be limited to studies that collect neuroimaging data both pre and post category learning. And unlike most reviews to date, which have a focus on visual stimuli (Ashby & Maddox, 2011; Seger & Miller, 2010), category learning effects among the different sensory modalities will instead all similarly be analyzed and compared, thus allowing for greater generalization of findings

    The Internet after Aereo: How to Save Innovation from the Public Performance Right

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    The Supreme Court\u27s decision in American Broadcasting Companies, Inc. v. Aereo, Inc. overturned the Second Circuit\u27s rule that separate copies create separate performances without clarifying the scope of a performance. The decision creates significant ambiguity surrounding the public performance right and potentially massive liability for cloud-computing companies. Since cloud computing allows customers to run programs remotely from a company\u27s servers, two independent customers watching different copies of the same movie from the same cloud results in the cloud conducting a public performance. This Note examines this problem, concludes that the current public performance regime has become obsolete, and proposes a new bright-line safe harbor for cloud-computing companies based on the fair use doctrine, dubbed the Fair Performance Doctrine

    Shareholder Voting in Proxy Contests for Corporate Control, Uncontested Director Elections and Management Proposals

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    This paper surveys the empirical literature on shareholder voting, specifically on votes related to contested and uncontested director elections and on management proposals. While much of current theory depicts shareholder votes as an ineffective control on the board’s decision making, the empirical literature paints a more nuanced picture. When a proxy contest breaks out, shareholders wield immense influence. These contests tend to have significant benefits for the corporation, including facilitating a change in management, reducing unnecessary liquidity, and prompting the payout of dividends. Even in uncontested director elections, shareholders’ decisions to vote for or withhold their vote reflect the company’s performance. The decision to withhold has some albeit slight impact on improving corporate performance going forward. Finally, the evidence suggests that shareholders seriously scrutinize management proposals, instead of blindly following management. ISS and institutional investors have led the charge in this area. For votes on mergers and acquisitions, shareholders do not block all bad acquisitions but do push the scales towards maximizing company value. For management compensation proposals, shareholders appear largely unconcerned with the company’s performance but deeply concerned with how the plan dilutes share value. Overall, shareholder voting plays a significant role in corporate management that deserves further research

    Principles of variationism for disambiguating language contact phenomena: the case of lone Spanish nouns in Catalan discourse

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    Using the variationist comparative method, the status of ambiguous lone Spanish-origin nouns in Catalan discourse is determined by analyzing their distribution and conditioning and by comparing them to their counterparts in unmixed Spanish or in multiple-word code-switches. Some areas of the nominal grammar have been selected for contrastive purposes (determination, complementation, gender, number) because they represent sites of coincidence as well as conflict between the two languages in contact, Spanish and Catalan. The main conclusion of this research is that Spanish-origin nouns in an otherwise Catalan context present grammatical variability similar to that of Catalan nouns, and that they behave differently from Spanish nouns in a monolingual context. In short, the grammar of these nouns is Catalan, and their categorial status is that of loanwords and not that of code-switches

    Lower cost automotive piston from 2124/SiC/25p metal-matrix composite

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    Engineered materials have made a breakthrough in a quest for materials with a combination of custom-made properties to suit particular applications. One of such materials is 2124/SiC/25p, a high-quality aerospace grade aluminium alloy reinforced with ultrafine particles of silicon carbide, manufactured by a powder metallurgy route. This aluminium matrix composite offers a combination of greater fatigue strength at elevated temperatures, lower thermal expansion and greater wear resistance in comparison with conventionally used piston materials. The microscale particulate reinforcement also offers good formability and machinability. Despite the benefits, the higher manufacturing cost often limits their usage in high-volume industries such as automotive where such materials could significantly improve the engine performance. This paper presents mechanical and forging data for a lower cost processing route for metal matrix composites. Finite element modelling and analysis were used to examine forging of an automotive piston and die wear. This showed that selection of the forging route is important to maximise die life. Mechanical testing of the forged material showed a minimal reduction in fatigue properties at the piston operating temperature

    Fundamentals of Mechanocatalysis for Lignin Valorization

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    Lignin, the largest natural source of aromatics, is an appealing sustainable feedstock for many chemicals and materials. The depolymerization of lignin to mono-aromatics has remained challenging and industrial applications have remained elusive. A promising approach to biomass valorization and deconstruction has been mechanocatalysis. This approach uses mechanical energy, often supplied in ball mill reactors, to drive reaction under solvent free and ambient conditions. However, fundamental understanding of mechanocatalysis remains enigmatic, presenting its own set of challenges. The aim of this thesis is to lay fundamental groundwork to better understand mechanocatalytic systems and how these systems can be applied for depolymerizing and valorizing lignin. Characterizing the structure of lignin isolated from traditional and alternative industrial processes can be used to assess their viability as feedstock for depolymerization processes. The lignin samples are characterized by elemental analysis, nuclear magnetic resonance (NMR) spectroscopy, gel permeation chromatography (GPC), and thermogravimetric analysis (TGA). Quantification of the β O 4 ether bond content shows partial depolymerization, with all samples having less than 12 bonds per 100 aromatics. This results in a theoretical monomer yields less than 5%, strongly suggesting the alternative fractionation processes generate highly condensed lignin structures that are no more suitable for catalytic depolymerization than kraft lignin. To better understand the environments in mechanochemical reactors, a three-part modeling approach to describe the reactive conditions created during collisions is presented. The approach is focused on the creation of hot spots as the mechanism of enhanced reaction. Here, energy dissipated during a collision is converted to heat in the milling media, and the reaction proceeds thermochemically. The final result of the model is the extent of reaction over a single collision. To verify the approach, the mechanochemical decomposition of calcium carbonate is studied. The real-time CO2 production under varying milling frequencies is measured using an in-line mass spectrometer. The model describes hot spots with temperatures exceeding 1000 K that persist for tens of milliseconds. Novel behavior of catalysts under mechanocatalytic conditions is explored by introducing a new approach for ammonia production at nominally ambient conditions. As proof of concept, ammonia is synthesized mechanocatalytically by ball milling titanium in a continuous gas flow. The ammonia synthesis reaction is proposed to follow a transient Mars-van Krevelen mechanism under mechanically activated conditions, where molecular nitrogen incorporation into the titanium lattice and titanium nitride hydrogenation occur in thermodynamically distinct environments. The reactivity of nitrided titanium supports that lattice nitrogen plays a role in ammonia formation. The in situ formed titanium nitride is catalytically active, and the nitride regeneration reaction is determined to be the rate-limiting step. Finally, the mechanocatalytic hydrogenolysis of benzyl phenyl ether (BPE), a model lignin ether, is demonstrated over supported nickel catalysts at room temperature and atmospheric hydrogen pressure. The hydrogenolysis reaction network closely follows those of solution-based reactions. The mechanical energy during milling not only drives the chemical reactions, but also activates the nickel and exposes fresh metallic surfaces. Recycle experiments shows continual deactivation over three reaction cycles and the formation of polyaromatic coke species. The formation of the carbon deposits is expected to be the primary cause of deactivation. Varying support properties shows that the hydrogenolysis rate is largely independent of the support properties, but the enhanced reactivity of the oxide supports during milling contributes to the carbon loss.Ph.D
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