Business Commons^™

Minutes Are Worth The Minutes: Good Documentation Practices Improve Board Deliberations And Reduce Regulatory And Litigation Risk, Given As The 21st Annual Destefano Lecture, Leo E. Strine Jr.

Fordham Journal of Corporate & Financial Law

This Essay, originally the basis for the 21st Annual Albert A. DeStefano Lecture on Corporate, Securities & Financial Law given on February 27, 2024, at Fordham University School of Law, addresses the importance of good corporate minuting and board documentation practices. Using lessons from Delaware cases where the quality of these practices has determined the outcome of motions and cases, this Essay identifies effective and efficient practices to better address this decidedly not sexy, but unquestionably essential, corporate governance task. The recent Delaware cases underscore the importance of quality and timely documentation of board decision-making, the material benefits of doing …

Corporate Esg Falls Short: Systemic Anti-Black Racism And Inequality Should Be Addressed Through A Cumulative Integrated Approach, Ferrell L. Littlejohn

Fordham Journal of Corporate & Financial Law

In the 1896 case Plessy v. Ferguson, the Supreme Court endorsed the “separate but equal” doctrine, essentially codifying racial segregation. This decision guaranteed that systemic racism would permeate every fabric of society despite the abolition of slavery. Recently, many corporate institutions have pledged to actively support the fight against systemic racism through their environmental, social, and governance (“ESG”) initiatives. Corporate stakeholders have actively advocated for these initiatives, particularly in response to recent scholarship revealing the significant involvement of capitalist institutions in historical slavery, and the continued perpetuation of anti-Black racism. Nevertheless, such initiatives, for example, internal diversity, equity, and …

The Role Of Interpersonal Conflict As A Cause Of Work-Related Stress In Construction Managers In Ireland, Patrick J. Bruce, Victor Hrymak, Carol M. Bruce Dr, Joseph Byrne

Articles

Construction is a project-driven industry that places a high premium on product delivery on time, within budget and to required standards. Modern construction projects have become more complex in nature, the complex relational and lengthy process of designing and building makes construction a process in which conflict is virtually ensured (Jaffar et al., 2011; Wang et al., 2023). These characteristics of the industry contribute to workplace stress. Therefore, it is not surprising that research has confirmed a strong presence of workplace stress within the industry, (Lingard and Francis, 2004; Vaux and Dority, 2020). Many construction managers experience excessive levels of …

Advocacy Spotlight: Telehealth Regulations For Dentistry Established, Neema Katibai Jd

The Journal of the Michigan Dental Association

The article discusses the rise of telehealth in the last three years and its implications for dentistry, focusing on recent rulemaking by the Michigan Board of Dentistry. The regulations address key aspects such as definitions, informed consent, scope of practice, and prescribing medications. Dentists must comply with HIPAA and state/federal privacy regulations when using telehealth. Notably, the rules restrict teledentistry delegation to allied personnel after an in-person visit within 24 months. The article emphasizes the importance of understanding and following these regulations for legal telehealth use, reimbursement, and malpractice coverage. The Michigan Dental Association advocates for sensible teledentistry laws to …

Staff Matters: Are There Risks To Using Ai In Our Practice?, Jodi Schafer Sphr, Shrm-Scp

The Journal of the Michigan Dental Association

As your practice adopts AI for hiring processes, it brings efficiency but also potential pitfalls. The increasing use of AI, such as ChatGPT, streamlines tasks like resume screening, but caution is essential. Recent executive orders emphasize safety assessments and civil rights in AI. The Equal Employment Opportunity Commission focuses on transparency and consent in recruitment AI use. Legal compliance is vital to prevent discrimination; criteria like education and experience must be applied consistently. Additionally, employee monitoring AI requires careful implementation, ensuring transparency and human oversight. While AI offers benefits, its workplace integration demands careful consideration, testing, and ongoing evaluation.

Mda Services: Yes, You Can Recoup Your Dues With Mda-Endorsed Programs, Reva Darling

The Journal of the Michigan Dental Association

MDA Services Report highlights how being an organized dentistry member can yield significant financial returns through MDA-endorsed products and services. By leveraging just eight of the 32 endorsed offerings, potential savings of $25,659 are achievable. Key endorsed services include Best Card for credit card processing, iCoreConnect for software needs, Quality Dental Plan for in-office dental plans, The Dentists Supply Company (TDSC.com) for supplies, ProSites for website and e-marketing, D-MMEX Easyrefine for precious metal refining, Eagle Associates for regulatory compliance, and Dental Business Specialists for accounting. Members are urged to explore the range of endorsed programs for comprehensive benefits.

Special Issues In Support Of Evidence-Based Policy Making In Sustainable Banking And Finance, Lucia Alessi, Theodor Florian Cojoianu, Declan French, Andreas G. F. Hoepner

Research Collection College of Integrative Studies

BackgroundIn December 2015, 195 countries around the world signed the Paris Agreement and pledged to work towards limiting global greenhouse gas emissions in order to limit the average global temperature increase to 1.5 °C above preindustrial levels. From a scientific perspective, the stabilisation of global warming under any target requires the achievement of a net-zero emissions economy (Matthews & Caldeira, 2008). In support of global investors looking to provide capital towards green solutions andSustainability disclosures – a means to what end?A significant body of literature has suggested that many of the voluntary sustainability disclosures of companies come from the need …

Protecting The Sovereign's Money Monopoly, Gary B. Gorton, Jeffery Zhang

Articles

Sovereign states have held a monopoly over the production of circulating money for well over a century. Governments, not private entities, issue circulating money. The advent of stablecoins—privately issued digital money that can circulate—raises the question of the sovereign’s money monopoly from the grave. Should private money circulate alongside sovereign money in the twenty-first century? We argue against coexistence to preserve financial stability and monetary sovereignty.

Through the lens of economic theory, we explore the coexistence question by revisiting the original debates that led to the sovereign’s money monopoly in England, the United States, Canada, and Sweden. In each case, …

Pediatric Dentists’ Considerations Concerning Obesity-Related Education For Parents Of Young Children: Who Should Educate About What, How And When?, Arianne Swanson Dds, Ms, James R. Boynton Dds, Ms, Larry B. Salzmann Dds, Yu-Ju Yang Dds, Marita R. Inglehart Dipl. Psych., Dr. Phil., Dr. Phil. Habil

The Journal of the Michigan Dental Association

This study aimed to explore pediatric dentists' perspectives on obesity-related interventions for parents of young children. A web-based survey was administered to 210 American Academy of Pediatric Dentistry members. Findings revealed that respondents considered it important for various healthcare professionals, especially pediatricians and nurse practitioners, to engage in obesity-related parent education. Strong consensus existed on educating parents about the link between early childhood caries and diet, soft drink and fruit juice consumption, and healthy snacking. The study also found positive attitudes correlated with increased engagement in objective weight determination, data collection, and diet/nutrition counseling.

Ada Report: Ada Board Discusses Membership, Looks Ahead To 2024, Michele Tulak-Gorecki Dds

The Journal of the Michigan Dental Association

The ADA Board of Trustees' annual retreat prioritized board development, emphasizing individual strengths and effective communication. Key topics included the Tripartite Membership Model Pilot, a dental school collaboration strategy, and sponsorship for the National Academies of Medicine Oral Health Project. Updates from ADA leaders highlighted initiatives like the Lessons in a Lunchbox program, ADA app improvements, legislative support for young dentists, and workforce solutions. The report concludes with a call to share the ADA story and promote collaboration.

Silver Diamine Fluoride As A Caries Management Option For The Young Child, Giovana Anovazzi Medeiros Dds, Msc, Phd, Chia-En Tsai Dds, Ms, Nita Singh Dds, James R. Boynton Dds, Ms

The Journal of the Michigan Dental Association

Dental caries is among the most-common childhood diseases around the world, and neglected caries can result in pain, infection, and can have a negative cascading impact on a child’s overall well-being. Definitive care of these lesions involves restorative procedures and/or extractions, but these treatment options require some level of child cooperation, which can sometimes be a challenge with very young children.

Silver diamine fluoride (SDF) is a non-invasive treatment intended to arrest the caries process. SDF is a liquid solution that contains a high concentration of silver and fluoride ions and has been used as an alternative agent for treating …

Staying Focused On A Moving Target: Coping With Change, North Shetter Dds

The Journal of the Michigan Dental Association

Amid rapid changes in dentistry, this commentary addresses strategies to manage stress and maintain professional balance. Drawing parallels to Moore's Law in technology, the author emphasizes the need for a balanced life, integrating work, play, love, and worship. The concept, rooted in the Pankey Philosophy, aligns with principles from Stephen Covey's Seven Habits. Core skills, including patient relationships, foundational dental practices, periodontal health, occlusion, and perpetual learning, are deemed essential. The article underscores the importance of personal dental health and advocates for study clubs to share, learn, and mentor, fostering a positive professional environment amid evolving technologies and information overload.

Setting The Foundation For A Lifetime Of Oral Health, Samuel Blanchard Dds, Ms

The Journal of the Michigan Dental Association

In this Children’s Dental Health Month article, the Michigan Academy of Pediatric Dentistry emphasizes the crucial role of relationships and trust in pediatric dentistry. Highlighting the significance of collaborative efforts between dental societies, the commentary discusses the impact of professional connections on patient care. The author shares personal insights on transitioning in their career, underscoring the value of cultivated relationships. The age-1 dental visit is highlighted as a powerful preventive measure to establish rapport and empower parents with oral health knowledge. The article emphasizes the enduring benefits of building connections in promoting lifelong oral health.

Dentistry And The Law: Know The Facts About Noncompete And Liquidated Damages Agreements, Dan Schulte Jd

The Journal of the Michigan Dental Association

Navigating dental employment agreements involves understanding the enforceability of non-compete and liquidated damages provisions. While these aim to protect the employer's business, courts may scrutinize their reasonability. In Michigan, noncompete terms of two years or less are generally deemed reasonable, and the restricted area must align with the patient base. A $15,000 liquidated damages amount per patient might face challenges, as it should relate reasonably to actual damages. Courts may also consider equitable factors and the employer's adherence to the agreement. Both employers and employees benefit from reasonable restrictions, avoiding potential legal disputes.

The Pacesetter Style Of Leadership, Michelle C. Dziurgot Dds

The Journal of the Michigan Dental Association

This editorial explores the pacesetter leadership style, likening it to a marathon "rabbit" setting a fast pace. Pacesetters, exemplified by figures like Jack Welch and James Cameron, set ambitious goals, driving themselves and their teams relentlessly. While effective in achieving short-term goals and maximizing team potential, drawbacks include employee stress, lack of feedback, and a "rat race" atmosphere. The author, a self-identified pacesetter with a compassionate approach, emphasizes the importance of balancing high standards with employee well-being for sustained success.

Promoting Esg Investing By Trustees: Risk Management And Structuring Solutions, Vincent Ooi, Alvin W. L. See

Research Collection Yong Pung How School Of Law

The world is falling behind on its commitments to tackle some of the most pressing problems of this century: climate change, inequality, and other obstacles to building a sustainable future. In 2015, all Member States of the United Nations adopted the 2030 Agenda for Sustainable Development which set out 17 Sustainable Development Goals (‘UNSDG’) and 169 targets spanning the spectrum of environmental, social and economic dimensions of development. At the mid-point to 2030, the UN Secretary-General reported that of the roughly 140 targets for which data is available, about 12 per cent are on track; more than half are moderately …

J Mich Dent Assoc January 2024

The Journal of the Michigan Dental Association

Every month, The Journal of the Michigan Dental Association brings news, information, and features about Michigan dentistry to our state's oral health community and the MDA's 6,200+ members. No publication reaches more Michigan dentists!

The January issue sets the foundation for Children’s Dental Health Month in February, the reader will find the following original content:

• A cover commentary on Pediatric Dentistry
• A feature article on “Silver Diamine Fluoride as a Caries Management Option for the Young Child”.
• A feature on “Considerations Concerning Obesity-Related Education for Parents of Young Children”.
• Professional advice commentary on “Staying Focused on a Moving Target: Coping …

Mda Foundation: 2024 Promises Great Things From The Mda Foundation, Anne Berquist

The Journal of the Michigan Dental Association

The MDA Foundation is making significant strides in supporting dental and hygiene students and the community. In a recent announcement, 12 scholarships totaling $31,000 were awarded, thanks to donor generosity. The Foundation's upcoming Sparkling Smiles Celebration will provide an opportunity to meet scholarship recipients and acknowledge donors. The primary focus in June will be the Mission of Mercy event in Flint, aiming to offer essential dental care to up to 2,000 individuals. Volunteers are encouraged to participate, and financial support can be pledged online. Ongoing efforts include fundraising for the Karen Burgess Scholarship Endowment and the upcoming MDA Foundation golf …

Organizational Support And Its Impact On Mental Health In Humanitarian Aid Volunteers, Valeria Prudnikova

UNF Graduate Theses and Dissertations

Humanitarian aid volunteers encounter a wide range of stressors, from witnessing horrific events and human suffering to facing organizational challenges and threats to their personal safety. These experiences can have significant and lasting impacts on their mental and emotional well-being. Despite increasing awareness of the psychological toll on aid volunteers, research on effective coping mechanisms and organizational support remains limited, while efforts by organizations that have begun implementing mental health training remain insufficient in providing the comprehensive, long-term support needed to mitigate these effects. This article aims to address the gap by reviewing existing literature on the psychological and emotional …

The Rise Of Private Equity Continuation Funds, Kobi Kastiel, Yaron Nili

Faculty Scholarship

This Article provides the first comprehensive examination of an emerging practice within the private equity sector: continuation funds. Continuation funds break from the traditional private equity model by allowing sponsors to hold on to assets beyond the typical fund term and, instead of selling the assets to third parties, sell them to their own newly established fund. Lauded by the private equity industry as providing “optionality” to investors by allowing them to cash out or roll over, continuation funds have grown to represent a major segment of investment activity in the United States. Despite their surging popularity among private equity …

Meme Corporate Governance, Dhruv Aggarwal, Albert H. Choi, Yoon-Ho Alex Lee

Articles

Can retail investors revolutionize corporate governance and make public companies more responsive to social concerns? Beginning in 2021, there was a dramatic influx of retail investors into the shareholder base of “meme” stock companies such as GameStop, AMC, and Bed Bath & Beyond. Observing the unprecedented, coordinated trading among retail investors, scholars and practitioners predicted that the influx of retail investors would reduce the power of large institutional investors and democratize corporate governance. These predictions were driven by three factors: generational, with assumptions that millennial and Gen Z investors would challenge corporate management; societal, reflecting growing discontent with slow progress …

Taxation And Corporate Governance, Reuven S. Avi-Yonah, Ariel Siman

Articles

Legal and economic scholars have examined the intersection between corporate governance and taxation; however, recent legal scholarship has generally focused on the interplay between director compensation, management measures in the face of the market for corporate control, and the double taxation of inter-corporate dividends. Other aspects of the relationship between corporate governance and taxation have received limited attention. This article aims to fill this gap in the literature. First, this paper discusses the corporate agency problem and the existing justifications for the corporate tax. Second, this paper argues that the corporate tax can be justified on the ground that it …

Corporate Tax Competition: An Examination Of National Tax Reaction Functions To Corporate Tax Rate Reductions In Other Countries, Yaw O. Awuah

Graduate Theses, Dissertations, and Problem Reports (ETD)

This dissertation primarily examines tax competition at the national level, with a particular focus on the tax reaction functions of countries within the Organization for Economic Cooperation and Development (OECD). There are three different studies in the dissertation. The first study uses the Tax Cuts and Jobs Act of 2017 (TCJA) as a setting to empirically examine whether members of the OECD reduced their own statutory corporate tax rates in response to the US statutory corporate tax cut ushered in by the TCJA in a process of tax competition. The second study is a non-empirical examination of tax competition and …

Is A Ban On Non-Competes Supported By Empirical Evidence?, Sarah Oh Lam, Thomas Lenard, Scott Wallsten

Fordham Journal of Corporate & Financial Law

The U.S. Federal Trade Commission (FTC) has proposed a rule to declare virtually all non-compete agreements unfair methods of competition under Section 5 of the FTC Act and therefore, illegal. However, the empirical literature on non-compete agreements cited by the FTC in its Notice for Proposed Rulemaking (“NPRM”) shows mixed results on earnings, job creation, firm formation, entrepreneurship, training, investment, and firm value. Evidence in other current studies also does not support an economy-wide ban. The FTC concludes that the proposed rule would yield net benefits even though by its own admission it lacks the information necessary to conduct a …

Outsourcing Voting To Ai: Can Chatgpt Advise Index Funds On Proxy Voting Decisions?, Chen Wang

Fordham Journal of Corporate & Financial Law

Released in November 2022, Chat Generative Pre-training Transformer (“ChatGPT”), has risen rapidly to prominence, and its versatile capabilities have already been shown in a variety of fields. Due to ChatGPT’s advanced features, such as extensive pre-training on diverse data, strong generalization ability, fine-tuning capabilities, and improved reasoning, the use of AI in the legal industry could experience a significant transformation. Since small passive funds with low-cost business models generally lack the financial resources to make informed proxy voting decisions that align with their shareholders’ interests, this Article considers the use of ChatGPT to assist small investment funds, particularly small passive …

The Public’S Companies, Andrew K. Jennings

Fordham Journal of Corporate & Financial Law

This Essay uses a series of survey studies to consider how public understandings of public and private companies map into urgent debates over the role of the corporation in American society. Does a social-media company, for example, owe it to its users to follow the free-speech principles embodied in the First Amendment? May corporate managers pursue environmental, social, and governance (“ESG”) policies that could reduce short-term or long-term profits? How should companies respond to political pushback against their approaches to free expression or ESG?

The studies’ results are consistent with understandings that both public and private companies have greater public …

Expanding Mfw: Delaware Law Should Offer A Business Judgment Rule Safe Harbor For All Conflicted Controller Transactions, Alex Lindsey

Fordham Journal of Corporate & Financial Law

While courts usually defer to a board’s business decisions under the business judgment rule, courts will apply a much less deferential standard of review due to loyalty concerns if a conflicted controller is involved in a business decision such as a merger. However, in Kahn v. M & F Worldwide (“MFW”) when a squeeze out merger was challenged by a minority stockholder, the Delaware Supreme Court reviewed the transaction under the deferential business judgment rule standard because the Court found that the structure of the transaction neutralized the controller loyalty concerns. Building on this reasoning, the Court developed a checklist …

The Problem With The “Non-Class” Class: An Urgent Call For Improved Gatekeepers In Merger Objection Litigation, Josh Molder

Fordham Journal of Corporate & Financial Law

Until recently, class actions dominated merger objection litigation. However, plaintiff’s lawyers have constructed a “non-class” class where an individual suit can benefit from the leverage of a certified class without ever meeting the stringent class certification requirements of Federal Rules of Civil Procedure 23. This new development has initiated a shift in merger objection litigation where plaintiffs are increasingly filing individual suits instead of class actions. However, this shift has left shareholders vulnerable to collusive settlements because plaintiff’s attorneys have significant control over these suits and a strong incentive to settle quickly for a substantial fee. Additionally, corporate defendants are …

Loophole Entrepreneurship, Brian M. Sirman

Fordham Journal of Corporate & Financial Law

All entrepreneurs seek favorable legal or regulatory treatment for their businesses. Sometimes this leads an entrepreneur to build a business within a gap in the law—a loophole. In so doing, these “loophole entrepreneurs” may avoid steep regulatory compliance costs that otherwise would beset (or perhaps prohibit) their businesses, thereby gaining advantages over competitors. Despite these benefits, loophole entrepreneurship is fraught with risks. Loopholes, by nature, are fragile, and their contours are often uncertain. Moreover, the stigma of “exploiting a loophole” (which connotes unfairness or deception) can provoke ill will among competitors, policymakers, and the public.

The ranks of loophole entrepreneurs …

Divined Comity: Assessing The Vitamin C Antitrust Litigation And Updating The Second Circuit’S Prescriptive Comity Framework, William Weingarten

Fordham Journal of Corporate & Financial Law

In re Vitamin C Antitrust Litigation, recently decided by the Second Circuit, sets a grave precedent for American plaintiffs seeking redress for antitrust injuries wrought by foreign defendants. The case involved a group of Chinese manufacturers and exporters of vitamin C, who conspired to fix prices and restrict output in the export market, injuring American consumers in import commerce. The foreign manufacturers conceded that they had colluded in fixing prices and restricting output, in flagrant violation of U.S. antitrust law. And yet, with the assistance of the Chinese government—intervening as amicus curiae—the defendants were successfully able to argue, on appeal …