Control Transaction Governance: Collective Action and Asymmetric Information Problems and ex Post Policing
Why, when and how should control transactions be policed ex post and by a judiciary? This article is the first to 1) articulate the doctrinal prerequisites for effective ex post judicial policing of fiduciaries in control transactions, and 2) theoretically unify two seemingly distinct approaches to police control transactions: the ex post judicial policing in the United States and the ex ante policing by the Takeover Panel in the United Kingdom. Shareholder collective action and asymmetric information problems, and the extent of gatekeeping by fiduciaries together determine the mode of third-party interventions, such as those by judiciaries and the Takeover Panel, in control transactions. The Article’s analysis yields normative conclusions about how judiciaries in the United States, including Delaware’s, should fine-tune gatekeeping by corporate fiduciaries in control transactions. It predicts that multijurisdictional shareholder litigation that seeks anticipatory adjudication will produce negative consequences. Further, it gives policy makers outside of the United States the theoretical foundation for crafting third-party interventions in both types of control transactions, i.e., third-party acquisitions of control and controller freeze-outs, that are optimal for their own jurisdictions.
The Pride and the Hope of Delaware Corporate Law
PROFESSOR HAMERMESH: I'm here for the limited purpose of introducing the person here to introduce our keynote speaker. We're privileged to have Lieutenant Governor Ruth Minner with us at this seminar to welcome you and to welcome our keynote speaker. And without further ado, I'll turn the podium over to Lieutenant Governor Minner. Thank you for being here. LIEUTENANT GOVERNOR MINNER: Thank you very much and good afternoon, everyone. What a wonderful, wonderful day. You know, as I was driving here, I could not help but think I was at Cauffiel House where we were doing a dedication of celebration for the coastal zone regulations. If you remember, that bill was passed in 1971 and it took us lo these many years to get the regulations in place. And my thoughts ran like this: If the Court of Chancery took as long as the administration and the people who have worked on that piece of legislation, this state would not be known as the place, not just in this country, but in many foreign countries as well, to do your incorporation. We thank all of you who are involved in that because it's what makes this state the special place that it is. I chose today to introduce our guest speaker a little more casually than I might because many of you know him. You know what he's done with his life. You know his education and his professional positions. But when I think of Chancellor Allen, I think of him a little differently. I've had the opportunity to work closely with him on some of the most complicated cases that came before the Delaware Board of Pardons. It's difficult, tedious work, but he made it so much easier for me when I started because some of us who serve as a constitutional requirement and do not have the availability of the background in the law that Chancellor Allen brought to us. He's done many, many wonderful things for the state of Delaware. He was one of the few who, instead of being just there, was there to help. He helped every member of our Board of Pardons, but more importantly, he tried to help some of the people who came before us who had serious problems and needed some good advice. It's normally the president's job to announce decisions, but on some of the more complicated ones, he was always willing to step in, bail me out and announce that decision for me. And when he did, he had a message to deliver to that individual, not just "get hold of your life," but "get hold of your family's life and make a difference." I sincerely appreciate what he did. If Wilmington is the place to be somebody, then in large part, because of William Allen, Delaware is the place to incorporate. It's because he felt that sincere dedication to this state and to our corporate laws. He's proudly served, diligently served, willingly served and excelled as he served the Court of Chancery of this state. From 1985 until 1997, he gave of himself to make sure that our state thrived. But he never rested on his laurels. Now he has accepted the challenge of becoming the director of the Center for Law and Business at New York University. As expected, his leadership is turning that unique group into a much better NYU, and it will be world class because of him. Bill, on behalf of not only the legal community but all of the residents of the state of Delaware, let me say it's indeed my pleasure to introduce a scholar, a teacher, a Chancellor, a gentleman and a very dear friend, Chancellor Allen. CHANCELLOR ALLEN: Centennials are rare events. Many of our institutions and virtually all of us personally fail to satisfy the survival condition. But the Delaware General Corporation Law has survived and even though it is kept evergreen by careful annual amendment, it continues to reflect its original commitment to private ordering, flexibility, predictability and fairness. Undoubtedly this statute has been a remarkable success. It is certainly the nation's and indeed the world's leading organization law for large scale business enterprise. And, the Delaware General Corporation Law has never been more significant to the world of business or to the State of Delaware than it is today or more useful. Still a centennial party for a statute is a bit of a curiosity. The centennial of the Sherman Act ? that statute which is as much like a constitution as a rule ? passed without so far as I am aware glasses being raised or old lawyers growing sentimental. So why does the Delaware bar and Widener Law School sponsor this stimulating yet somehow celebratatory conference to mark this statutory birthday? Is it because the Delaware corporation law has for a century now made the professional lives of Delaware lawyers quite comfortable and lifted some part of the burden of government from Delaware taxpayers? One would I suppose be accused of naivete or worse were one to deny that the practical effect of this statute constituted any part of the motive for this conference and, more importantly, for the continuous attention paid to the statute. But this sort of calculus is not the entirety of the explanation for this event. Important too is the sense of professional pride and dedication that has accrued as generations of Delaware lawyers took their turn at designing, redesigning and interpreting provisions of this work. This statute and its administration is truly the work of a relatively small community of Delaware lawyers and public citizens who have operated cooperatively for a century. That community includes its processes of training young lawyers in the practices of interpretation of the community, it includes formal associations, such as the Bar Association's corporation law committee and informal ones. It has its heroes and in the choice of those heroes it projects the values that animates its members deeper search for satisfaction. Because I, in my turn, have carried a banner in this march through time, I am honored to speak at this centennial. I would like to do two things this afternoon, briefly. First, I want to address in a suggestive way, the question why is the Delaware corporation law successful. I suggest, not originally that the quality of the courts plays a critical part in this, but I go a little further to say that the legal culture of the state plays an important role in the continuation of this success. Second, I want briefly to focus upon the role of the judicial opinion in corporation law and make some predications about the evolution of the style of judicial opinion writing in this area.
Toluene degradation via a unique metabolic route in indigenous bacterial species
Tanneries are the primary source of toluene pollution in the environment and toluene due to its hazardous effects has been categorized as persistent organic pollutant. Present study was initiated to trace out metabolic fingerprints of three toluene-degrading bacteria isolated from tannery effluents of Southern Punjab. Using selective enrichment and serial dilution methods followed by biochemical, molecular and antibiotic resistance analysis, isolated bacteria were subjected to metabolomics analysis. GC–MS/LC–MS analysis of bacterial metabolites helped to identify toluene transformation products and underlying pathways. Three toluene-metabolizing bacteria identified as Bacillus paralicheniformis strain KJ-16 (IUBT4 and IUBT24) and Brevibacillus agri strain NBRC 15538 (IUBT19) were found tolerant to toluene and capable of degrading toluene. Toluene-degrading potential of these isolates was detected to be IUBT4 (10.35 ± 0.084 mg/h), IUBT19 (14.07 ± 3.14 mg/h) and IUBT24 (11.1 ± 0.282 mg/h). Results of GC–MS analysis revealed that biotransformation of toluene is accomplished not only through known metabolic routes such as toluene 3-monooxygenase (T3MO), toluene 2-monooxygenase (T2MO), toluene 4-monooxygenase (T4MO), toluene methyl monooxygenase (TOL), toluene dioxygenase (Tod), meta- and ortho-ring fission pathways. But additionally, confirmed existence of a unique metabolic pathway that involved conversion of toluene into intermediates such as cyclohexene, cyclohexane, cyclohexanone and cyclohexanol. LC–MS analysis indicated the presence of fatty acid amides, stigmine, emmotin A and 2, 2-dinitropropanol in supernatants of bacterial cultures. As the isolated bacteria transformed toluene into relatively less toxic molecules and thus can be preferably exploited for the eco-friendly remediation of toluene.