Renowned for its richness, depth, and authorship, Cases and Materials on Corporations offers broad coverage of both public and closely held corporations. A powerful introductory chapter sets out the defining characteristics of a corporation. A thematic framework frames corporate law in terms of the corporation’s responsibilities to its employees, its investors, and society. New to the Ninth Edition: The introductory Chapter recognizes that issues of race and systemic discrimination have dominated recent headlines and political discourse. This has re-focused attention on the long-standing debate between proponents of the dominant shareholders primacy model of corporate governance and proponents of a more stakeholder-oriented model. Without taking sides on this issue, this Chapter notes that this debate has continued throughout American legal history, and it focuses on recent efforts by some states and Nasdaq to require greater diversity (both in terms of race and gender) on corporate boards. Current data is provided. In addition, this Chapter adds a new section to introduce the “public benefit corporation,” a new corporate form that is a hybrid of a profit-making corporation and a not-for-profit entity now recognized by a majority of the states. New material on the emerging line of good faith cases in the context of director oversight where a corporation is subject to “mission critical” regulation. This new line of cases opens up potential avenues to assign monetary liability to directors for failure to manage corporate risks. New Supreme Court decisions (including Lorenzo and Omnicare) are assessed, and the continuing struggle to define insider trading is reviewed. The chapter on shareholder voting and proxy gives special attention to recent efforts by activist hedge funds to influence and constrain corporate management. The revised chapter on takeovers takes up the legal rules governing friendly and unfriendly acquisitions. The chapter tracks the unique experience of Delaware law over this period: an ongoing and openly—but respectful–disagreement between the Delaware Chancery Court and the Delaware Supreme Court about the allocation of authority between the board of directors and shareholders. The chapter also examines the new texture of the takeover market where activists play a central role. Professors and students will benefit from: Richness and depth: A range of thoroughly developed topics allows instructors to delve into topics with as much depth as they wish. The text is strong in material on both public and closely held corporations. Traditional casebook pedagogy: Text notes, statutory material, excerpted commentary, problems, questions, and edited cases. Strong introductory chapter: Sets out the defining characteristics of a corporation: limited liability, perpetual existence, free transferability, and centralized management. Thematic framework: Examines corporate law in the context of the corporation’s responsibilities to its own constituents and investors, as well as to society.
In this eye-opening cultural history, Brian Tochterman examines competing narratives that shaped post–World War II New York City. As a sense of crisis rose in American cities during the 1960s and 1970s, a period defined by suburban growth and deindustrialization, no city was viewed as in its death throes more than New York. Feeding this narrative of the dying city was a wide range of representations in film, literature, and the popular press--representations that ironically would not have been produced if not for a city full of productive possibilities as well as challenges. Tochterman reveals how elite culture producers, planners and theorists, and elected officials drew on and perpetuated the fear of death to press for a new urban vision. It was this narrative of New York as the dying city, Tochterman argues, that contributed to a burgeoning and broad anti-urban political culture hostile to state intervention on behalf of cities and citizens. Ultimately, the author shows that New York's decline--and the decline of American cities in general--was in part a self-fulfilling prophecy bolstered by urban fear and the new political culture nourished by it.
A Floridian who served as a U.S. Senator from 1950 to 1968, George Armistead Smathers is generally regarded as a playboy politician who wasted his opportunities to achieve legal and political brilliance, abandoning his constituency to represent business, industry, and other wealthy interests in Florida. This detailed chronicle of Smathers's life and career reveals that his reputation was sensationalized and largely undeserved. Brian Lewis Crispell incorporates lively anecdotes and personal descriptions, in addition to details culled from research in newspapers, interviews, and the archives of Kennedy, Johnson, Truman, and Smathers himself, to bring the largely unstudied senator to life. The work traces Smathers's political path from the forming of his "statewide collection of loyal men," a gathering of supporters from the University of Florida who formed his political base, through his election to the House, his successful 1950 Senate campaign against Claude Pepper, and his Senatorial career during the beginning of the civil rights movement and the early Cold War. Crispell highlights the senator's moderate civil rights record, role in the 1960 presidential election, and his internationalist position on aid to Latin America. This thoroughly researched account presents Smathers as the quintessential "Cold Warrior"--a man who significantly influenced his political world.
The ties that bound Abraham Lincoln to California, and California to Lincoln, have long been overlooked by historians. Although the great Civil War president has been the subject of thousands of books, his important relationship with the Western state, both before and during the war--the part it played in bringing on the great conflict and the help it gave him in winning it--have been little described and imperfectly understood. In Lincoln and California Brian McGinty explains the relationship between the president and the Golden State, describing important events that took place in California and elsewhere during Lincoln's lifetime. He includes the histories of Lincoln's close friends and personal acquaintances who made history as they went to California, lived there, and helped to keep it part of the imperiled Union. McGinty demonstrates that California was in large part responsible for beginning the Civil War, as the principal purpose of its conquest in the Mexican War was to acquire land into which the Southern states could extend their cotton-growing and slaveholding empire. The decision of California's first voters to exclude slavery from the state but to enact virulently racist legislation encouraged Southerners' hope that, if they established a separate republic, it would become an independent slave nation with the power to extend its territory to the Pacific coast of North America and into the Caribbean and Latin America. Lincoln's opposition to their plans unleashed the Civil War. As the struggle played out, however, the hopes of the proslavery Confederates were ultimately defeated because California played a vital role in helping Lincoln save the Union. Lincoln and California shines new light on an important state, a pivotal president, and a turning point in American history.
Science fiction is the playground of the imagination. If you are interested in science or fascinated with the future then science fiction is where you explore new ideas and let your dreams and nightmares duke it out on the safety of the page or screen. But what if we could use science fiction to do more than that? What if we could use science fiction based on science fact to not only imagine our future but develop new technologies and products? What if we could use stories, movies and comics as a kind of tool to explore the real world implications and uses of future technologies today? Science Fiction Prototyping is a practical guide to using fiction as a way to imagine our future in a whole new way. Filled with history, real world examples and conversations with experts like best selling science fiction author Cory Doctorow, senior editor at Dark Horse Comics Chris Warner and Hollywood science expert Sidney Perkowitz, Science Fiction Prototyping will give you the tools you need to begin designing the future with science fiction. The future is Brian David Johnson’s business. As a futurist at Intel Corporation, his charter is to develop an actionable vision for computing in 2021. His work is called “future casting”—using ethnographic field studies, technology research, trend data, and even science fiction to create a pragmatic vision of consumers and computing. Johnson has been pioneering development in artificial intelligence, robotics, and reinventing TV. He speaks and writes extensively about future technologies in articles and scientific papers as well as science fiction short stories and novels (Fake Plastic Love and Screen Future: The Future of Entertainment, Computing and the Devices We Love). He has directed two feature films and is an illustrator and commissioned painter. Table of Contents: Preface / Foreword / Epilogue / Dedication / Acknowledgments / 1. The Future Is in Your Hands / 2. Religious Robots and Runaway Were-Tigers: A Brief Overview of the Science and the Fiction that Went Into Two SF Prototypes / 3. How to Build Your Own SF Prototype in Five Steps or Less / 4. I, Robot: From Asimov to Doctorow: Exploring Short Fiction as an SF Prototype and a Conversation With Cory Doctorow / 5. The Men in the Moon: Exploring Movies as an SF Prototype and a Conversation with Sidney Perkowitz / 6. Science in the Gutters: Exploring Comics as an SF Prototype and a Conversation With Chris Warner / 7. Making the Future: Now that You Have Developed Your SF Prototype, What’s Next? / 8. Einstein’s Thought Experiments and Asimov’s Second Dream / Appendix A: The SF Prototypes / Notes / Author Biography
A Washington Post bestseller! A chilling and compassionate look at how close an innocent man was to being put death with a foreword by Sister Helen Prejean, author of Dead Man Walking. What is worse than having a client on Death Row in Texas? Having a client on Death Row in Texas who is innocent and not knowing if you will be able to stop his execution in time. Grace and Justice on Death Row: A Race Against Time to Free an Innocent Man tells the story of Alfred Dewayne Brown, a man who spent over twelve years in prison (ten of them on Texas’ infamous Death Row) for a high-profile crime he did not commit, and his lawyer, Brian Stolarz, who dedicated his career and life to secure his freedom. The book chronicles Brown’s extraordinary journey to freedom against very long odds, overcoming unscrupulous prosecutors, corrupt police, inadequate defense counsel, and a broken criminal justice system. The book examines how a lawyer-client relationship turned into one of brotherhood. Grace And Justice On Death Row also addresses many issues facing the criminal justice system and the death penalty – race, class, adequate defense counsel, and intellectual disability, and proposes reforms. Told from Stolarz’s perspective, this raw, fast-paced look into what it took to save one man’s life will leave you questioning the criminal justice system in this country. It is a story of injustice and redemption that must be told.
The perfect companion to any flight - a guide to the science on view from your window seat. There are few times when science is so immediate as when you're in a plane. Your life is in the hands of the scientists and engineers who enable tons of metal and plastic to hurtle through the sky at hundreds of miles an hour. Inflight Science shows how you stay alive up there - but that's only the beginning. Brian Clegg explains the ever changing view, whether it's crop circles or clouds, mountains or river deltas, and describes simple experiments to show how a wing provides lift, or what happens if you try to open a door in midair (don't!). On a plane you'll experience the impact of relativity, the power of natural radiation and the effect of altitude on the boiling point of tea. Among the many things you'll learn is why the sky is blue, the cause of thunderstorms and the impact of volcanic ash in an enjoyable tour of mid-air science. Every moment of your journey is an opportunity to experience science in action: Inflight Science will be your guide.
Excavations at the Washout site (NjVi-2), Herschel Island, Yukon Territory were conducted for two field seasons in order to obtain data on early Thule subsistence, and to determine the affinity of the site to later Mackenzie Inuit occupations.
They’ve been listening for longer than you think. A new history reveals how—and why. Wiretapping is nearly as old as electronic communications. Telegraph operators intercepted enemy messages during the Civil War. Law enforcement agencies were listening to private telephone calls as early as 1895. Communications firms have assisted government eavesdropping programs since the early twentieth century—and they have spied on their own customers too. Such breaches of privacy once provoked outrage, but today most Americans have resigned themselves to constant electronic monitoring. How did we get from there to here? In The Listeners, Brian Hochman shows how the wiretap evolved from a specialized intelligence-gathering tool to a mundane fact of life. He explores the origins of wiretapping in military campaigns and criminal confidence games and tracks the use of telephone taps in the US government’s wars on alcohol, communism, terrorism, and crime. While high-profile eavesdropping scandals fueled public debates about national security, crime control, and the rights and liberties of individuals, wiretapping became a routine surveillance tactic for private businesses and police agencies alike. From wayward lovers to foreign spies, from private detectives to public officials, and from the silver screen to the Supreme Court, The Listeners traces the long and surprising history of wiretapping and electronic eavesdropping in the United States. Along the way, Brian Hochman considers how earlier generations of Americans confronted threats to privacy that now seem more urgent than ever.
Health of the Human Spirit, Second Edition: Spiritual Dimensions for Personal Health is a thoughtful examination of the ageless topic of human spirituality. It addresses the need to acknowledge spiritual wellness as a vital dimension of the general health and well-being of the individual and examines the dynamic balance between mind-body-spirit health and the roadblocks and distractions on the spiritual path. Dr. Seaward includes many behavioral suggestions to enhance the health of the human spirit. He presents the material in an approachable, user-friendly manner by engaging the reader and carefully distinguishing the differences between spirituality and religion.
Design Effective Training Programs Despite Limited Resources Instructional Design on a Shoestring offers talent development professionals a process for developing effective training programs, even with limited resources. Expert instructional designer Brian Washburn applies the ADDIE model of instructional design and the Build-Borrow-Buy approach to provide guidance, quick tips, and shortcuts for designing a range of training modalities, including in-person, virtual and asynchronous, and self-guided e-learning. With this book, you will learn to build the structure of the instructional design process, effective formal and informal learning experiences, and an ecosystem that supports the learning initiatives. This crash-course of a book also guides you on working with subject matter experts, supervisors, and early testers and drawing learning design ideas from unfamiliar places. You’ll learn how and when to make decisions for using tools and technologies, hiring external help, and purchasing off-the-shelf training programs to speed up the work. Even if you don’t have a ton of time or access to a lot of money, you can still produce an effective learning experience based on sound educational theory and adult learning principles. About the On a Shoestring Series The Association for Talent Development’s On a Shoestring series helps professionals successfully execute core topics in training and talent development when facing limitations of time, money, staff, and other resources. Using the Build-Borrow-Buy approach to problem solving, this series is designed for practitioners who work as a department of one, for new or “accidental” trainers, instructional designers, and learning managers who need fast, inexpensive access to practical strategies that work, and for those who work for small organizations or in industries that have limited training and development resources.
The results of investigations of copper technology and sources of copper of the prehistoric inhabitants of the North American Arctic and Subarctic are described. A total of 342 artifacts were examined from Arctic Small Tool tradition, Thule, Historic Eskimo, Chipewyan, Kutchin, and Ahtna contexts. Part 1 contains an analysis of copper composition, primarily by the neutron activation method, and a description of prehistoric manufacturing techniques. Part II is an annotated bibliography of metal occurrences in the north.
Introduces the principles of purchasing insurance against anticipated risks, and discusses life, diasability, and health insurance, annuities, and property and casualty insurance
The story about baseball's being invented in Cooperstown, New York, in 1839 by Abner Doubleday served to prove that the U.S. national pastime was an American game, not derived from the English children's game of rounders as had been believed. The tale, embraced by Americans, has long been proven false but to this day, Cooperstown is celebrated as the birthplace of baseball. The story has captured the hearts of millions. But who spun that tale and why? This book provides a surprising answer about the origins of America's most durable myth. It seems that Abner Graves, who espoused Cooperstown as the birthplace of the game, likely was inspired by another story about an early game of baseball. The stories were remarkably similar, as were the men who told them. For the first time, this book links the stories and lives of Graves, a mining engineer, and Adam Ford, a medical doctor, both residents of Denver, Colorado. While the actual origins of the game of baseball remain subject to debate and study, new light is shed on the source of baseball's durable creation myth.
The Advanced Introduction to Corporate Governance Law and Regulation provides a key overview of the various facets of corporate law essential to the governance of publicly traded companies. Brian R. Cheffins deploys a robust theoretical and multijurisdictional framework through which he analyses the elements of corporate law crucial for governance, offering incisive insights into both corporate law and corporate governance.
In 1864, residents of Washington, D.C., mourned together at the largest funeral the district had ever seen. In the midst of the Civil War, the poor Irish neighborhood of the Island lost twenty-one mothers, sisters and daughters. On June 17, dangerous working conditions and a series of unfortunate events led to the deadly explosion of a Federal arsenal at Fort McNair, where the young women made cartridges to assist the war effort. In the wake of the horrific event, a monument was erected at Congressional Cemetery to honor those who were lost. Author Brian Bergin similarly memorializes these women through his book, detailing the poor working conditions, the investigation into the avoidable events leading to the tragedy and the reaction of a community already battered by the Civil War.
This collection originated in the centenary celebration of the School of Philosophy at The Catholic University of America. Written by acknowledged experts in their fields, the essays provide a unique overview of philosophical developments in the twentieth century. The broad range of topics considered makes the book an invaluable reference work.
In this book, Brian Forst takes a fresh new perspective on the assessment of criminal justice policy, examining the prospect of assessing policies based on their impact on errors of justice: the error of failing to bring offenders to justice, on the one hand, and the error of imposing costs on innocent people and excessive costs on offenders, on the other. Noting that we have sophisticated systems for managing errors in statistical inference and quality control processes and no parallel system for managing errors of a more socially costly variety - on matters of guilt and innocence - the author lays the foundation for a common sense approach to the management of errors in the criminal justice system, from policing and prosecution to sentencing and corrections. He examines the sources of error in each sector, the harms they impose on society, and frameworks for analyzing and reducing them.
The economic consequences of changing demographics are of as much significance now as when this book was first published. The book covers not only changes in population size and age-composition, but also factors not included in the word 'declining' - such as increased life expectancy. Part 1 examines how estimates of future populations are made, and what the position is in the UK. It serves as a basis for Part 2, which discusses the developments in each of the more important parts of our economic life, without exaggerating the influence of the population factor.
The book explores the notion of Gypsy and Traveller ethnicity and provides a critique of the conceptual basis of racial and ethnic categorisation. An analysis of the post-war housing situation is given in order to illustrate a connection between social and economic conditions, legislation affecting gypsies and travellers and the visibility and general consciousness of the gypsy and traveller population. The originality of the book lies in its argument that the position of gypsies and travellers largely arises out of social conditions and interaction rather than political, biological or ideological determinants. It puts forward the notion of an ethnic narrative of traveller identity and illustrates how variations of this have been defensively deployed by some travellers and elaborated on by theorists. Belton focuses on the social generation of travellers as a cultural, ethnic and racial categorization, offering a rational explanation of the development of an itinerant population that is less ambiguous and more informative in terms of the social nature of the gypsy and traveller position than interpretations based on 'blood', 'breed', 'stock', ethnicity or race that dominate the literature.
Covering 65 firms in the major legal markets of Atlanta, Miami and Charlotte, this Vault guide is the only insider's Guide to law firms for the Southeast. Based on interviews and surveys of attorneys at each firm.
During World War II some 120,000 Japanese Americans were forcibly removed from their homes and detained in concentration camps in several states. These Japanese Americans lost millions of dollars in property and were forced to live in so-called "assembly centers" surrounded by barbed wire fences and armed sentries. In this insightful and groundbreaking work, Brian Hayashi reevaluates the three-year ordeal of interred Japanese Americans. Using previously undiscovered documents, he examines the forces behind the U.S. government's decision to establish internment camps. His conclusion: the motives of government officials and top military brass likely transcended the standard explanations of racism, wartime hysteria, and leadership failure. Among the other surprising factors that played into the decision, Hayashi writes, were land development in the American West and plans for the American occupation of Japan. What was the long-term impact of America's actions? While many historians have explored that question, Hayashi takes a fresh look at how U.S. concentration camps affected not only their victims and American civil liberties, but also people living in locations as diverse as American Indian reservations and northeast Thailand.
This new edition reflects the explosion of knowledge in basic science and clinical care for athletes with mild traumatic brain injury or concussion. Interest in management and methodology for making diagnoses and improving the clinical outcomes have changed dramatically. All U.S. states have laws dictating how sports concussion patients are cared for and require return to play decisions be coordinated with best practice methods. Epidemiology, classification, and biology of sports concussion, as well as, brain imaging,assessment tests, neuropsychological measures, and management strategies are covered. Illustrative clinical cases, correlative examples, and historical insights are featured.
This volume brings together in a new way the traditions of language, ethnography, and education in particular — integrating New Literacy Studies and Bourdieusian sociology with ethnographic approaches to the study of classroom practice.
Completely revised and updated to take into account the new taxonomy and grouping changes made by the International Committee on Taxonomy of Viruses in their 8th Report, The Dictionary of Virology provides an authoritative and concise list of all viruses affecting vertebrate species, from humans to fish. - Includes the new viruses of medical or veterinary importance that have emerged since 2001, such as the new human coronaviruses, SARS and NL63 and a new subtype of influenza (H1N2) - Includes new terms in virology - Extensive cross-referencing and illustrative tables further enhance the use of this book
For decades, the public company has played a dominant role in the American economy. Since the middle of the 20th century, the nature of the public company has changed considerably. The transformation has been a fascinating one, marked by scandals, political controversy, wide swings in investor and public sentiment, mismanagement, entrepreneurial verve, noisy corporate "raiders" and various other larger-than-life personalities. Nevertheless, amidst a voluminous literature on corporations, a systematic historical analysis of the changes that have occurred is lacking. The Public Company Transformed correspondingly analyzes how the public company has been recast from the mid-20th century through to the present day, with particular emphasis on senior corporate executives and the constraints affecting the choices available to them. The chronological point of departure is the managerial capitalism era, which prevailed in large American corporations following World War II. The book explores managerial capitalism's rise, its 1950s and 1960s heyday, and its fall in the 1970s and 1980s. It describes the American public companies and executives that enjoyed prosperity during the 1990s, and the reversal of fortunes in the 2000s precipitated by corporate scandals and the financial crisis of 2008. The book also considers the regulation of public companies in detail, and discusses developments in shareholder activism, company boards, chief executives, and concerns about oligopoly. The volume concludes by offering conjectures on the future of the public corporation, and suggests that predictions of the demise of the public company have been exaggerated.
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