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In a blog post written for the Delaware Journal of Corporate Law, DJCL Staff Member Kendra Rodwell discusses the Delaware Court of Chancery ruling that Delaware corporations with provisions in their corporation’s bylaws and charters directly conflicting with Delaware law would be stuck down. In a blog post written for the Delaware Journal of Corporate Law, DJCL Articles Editor Kaitlin E.
In a blog post written for the Delaware Journal of Corporate Law, DJCL Senior Staff Member Nicholas D.
In In re EZCorp, the Court of Chancery grappled with the appropriate standard of review for business transactions between a company and a controlling shareholder. In a blog post written for the Delaware Journal of Corporate Law, DJCL Senior Staff Member Erin Rogers discusses the Court of Chancery’s recent decision in In Re Trulia, Inc. From Thursday March 10, 2016 to Sunday March 13, 2016, the Widener University Delaware Law School Moot Court Honor Society hosted the 28th Annual Ruby R. Professor Lawrence Hamermesh authored this year’s competition problem, which focused on stockholder appraisal rights and the related, recent cases of Merion Capital LP v. In her lecture entitled Living a Law School Exam Question: Issues Faced by a Practitioner in Applying Selected Provisions of Delaware Jurisprudence in Real Time, Ms. In a blog post for the Delaware Journal of Corporate Law, DJCL Staff Member Samantha Darrow Osborne discusses how the Affordable Care Act’s recent substantial increase in individual penalties has created an incentive for small businesses to partake in offering health benefits to their employees.
It is well established that fiduciaries manage the corporation and act on its behalf for the sole benefit of its investors.
Mohsen Manesh: What is the Practical Importance of Default Rules under Delaware LLC and LP Law? Want to Contribute?Here you will find news, cases, and commentary - all with a Delaware Corporate and Business Law focus. Professor Hamermesh also published “Delaware Corporate Law and the Model Business Corporation Act: A Study in Symbiosis,” 74 Duke Journal of Law and Contemporary Problems 107 (2011), co-authored with Jeffrey M. During the 2010-2011 academic year, Professor Hamermesh continued to serve as a member of the Council of the Corporation Law Section of the Delaware State Bar Association, the group responsible for continuing review and drafting of proposed amendments to the Delaware General Corporation Law.  He also continued to serve as a member of the Council of the American Bar Association Section of Business Law, and as a member of the board of editors of The Business Lawyer, published by the Business Law Section.
Courses: Corporate Finance, Mergers and Acquisitions, Securities Regulation, Business Organizations, Corporate Takeovers, and Professional Responsibility.
Professor Regan, who teaches and writes in the areas of business organizations, advanced corporation law, corporate finance, and contracts, is Assistant Director of the Institute of Delaware Corporate and Business Law.  He is regular commentator on mergers and acquisitions developments, including the hostile bid by Air Products and Chemicals, Ind.
In February 2011, at the invitation of retired Delaware Supreme Court Justice Joseph Walsh, Professor Regan participated as a presenter and panelist on executive compensation at the 16th Annual Rubenstein-Walsh Seminar in Professionalism and Ethics in Wilmington. In July 2011 Professor Regan presented a forthcoming article on Human Rights Accountability of Multinational Corporations at an international conference on Social Economy and Corporate Responsibility at the Congress of the Onati Institute for the Sociology of Law in Onati, Spain. Also in July 2011, Professor Regan participated in a panel presentation entitled “Delaware: The First State for Corporation Law” at the annual meeting of the American Association of Law Librarians in Philadelphia, PA. Courses: Business Organizations, Advanced Corporations, Corporate Finance, and Business Principles.
Professor Barnett published an article titled “The Public–Private Dichotomy in Morality and Law” in 18 Journal of Law and Policy 541 (2010).  The article illustrates the thesis of the social basis of law with the federal Investment Advisers Act and also reports a study in which data obtained from adults in a national sample survey were analyzed to identify the characteristics of individuals that affect whether morality is viewed as a private matter (and hence inappropriate for regulation) or a public issue (and hence appropriate for regulation). Professor Conaway participated as a Life Commissioner in the consideration and debate of the Harmonization of Business Codes Act in Vail, Colorado at the Annual Meeting of the Uniform Law Conference in July 2011. Professor Conaway is regularly called upon to serve as an expert consultant on matters of Delaware business entity law.  Most recently, she was involved in one case involving a multi-million dollar international transaction raising an issue of first impression of Delaware LLC law, and in a multi-billion dollar case involving Delaware LLCs and creditor rights’ issues. Professor Smith also participated in the Widener Journal of Law, Economics and Race annual symposium, “Legal and Diversity Issues in Coaching Professional Sports. Professor Scheuer is joining Widener Law School in the fall of 2011 as its newest faculty member.
Professor Scheuer has previously taught contract drafting at Boston College Law School and Boston University School of Law.  He co-authored the lead article in Catholic University Law Review’s winter 2011 edition with Professor Judith McMorrow from Boston College Law School. Professor Moringiello has taught as a visiting professor at the University of Georgia, Loyola University Chicago, the University of Pittsburgh, the University of Maryland, the Dickinson School of Law of the Pennsylvania State University and the Universite de Paris X in Nanterre, France. Professor Moringiello has held numerous leadership positions in the American Bar Association (ABA) Business Law Section, the Association of American Law Schools (AALS) and the Pennsylvania Bar Association. Professor Moringiello writes in the areas of bankruptcy, commercial law and electronic commerce, and was honored by the Law School for this work with the 2006 Douglas E.
Courses: Property, Bankruptcy, Secured Transactions, Sales, the Law of Electronic Commerce, and Mortgage Crisis. Professor Barros joined Widener in 2004 from the New York office of Latham & Watkins LLP, where his practice focused on international litigation and arbitration. Courses: Property, Business Organizations, Real Estate Transactions, and Seminars on Takings and Property Theory.
Professor Hussey is admitted to practice in Missouri, Pennsylvania, and Illinois (retired). Courses: Federal Income Taxation, Wills and Trusts, Business Organizations, Tax Policy, and Estate Planning.
Stockholder Litigation, and the effect decision will have on the future quantity of disclosure settlements and merger related litigation.
Supreme Court case Obergefell legalized same-sex marriage, but the impact of the decision on businesses and employee benefits has yet to be fully understood.
Although the island is a United States territory, it is not considered a state for purposes of filing for Chapter 9 municipal bankruptcy. To remedy the potential agency problem that may stem from this fiduciary relationship, fiduciary duties were created to mitigate the risk of misappropriation of corporate assets. As a result, any corporate action that benefits employees, customers, or the community must first benefit stockholders to be a valid use of the corporation’s assets. However, the DGCL now provides an option for corporations to elect to be a benefit corporation. Alexander emphasized that there is more to be done to encourage corporations to act in a socially responsible way.
The Act was adopted by the Conference for enactment by the States at the Annual Meeting.  Professor Conaway has been a Life Member of the Uniform Law Conference since 2009 and a Commissioner from Delaware since 1989 and from Pennsylvania since 2003.
Her teaching, research and scholarship focuses on intellectual property law, technology transfer and corporate law.  During 2010-2011, Professor Baldia was an invited speaker at the DuPont-Widener Intellectual Property Law Conference in Wilmington and at the Asia Pacific Legal Institute’s summer program on intellectual property in Washington, DC.
Lauderdale, hosted by NOVA Southeastern Law School.  And in August 2011, Professor Smith discussed the tax implications of church-sponsored reparations advocacy at the 2011 National Bar Association Convention in Baltimore, Maryland. He graduated from Boston College Law School and will be teaching business associations, bankruptcy and business planning. The article, entitled The Moral Responsibility of the Corporate Lawyer, dealt with the issue of lawyer accountability for corporate client actions.

Before teaching, she consulted on international tax and trade matters for multinational corporations and also served as the Senior Law Clerk to Judge Thomas J. After graduating from law school, Professor Moringiello joined Emmet, Marvin & Martin in New York, New York, where she specialized in real estate and asset-based financing. She is currently on the editorial boards of Business Law Today (the magazine of the ABA Business Law Section) and two publications of the American Bankruptcy Institute (ABI): the American Bankruptcy Institute Law Review and The ABI Journal.
She is an elected member of the American Law Institute and is Co-Chair of the Pennsylvania Bar Association’s Uniform Commercial Code Committee. Benjamin Barros is the Dean of Faculty Research and Development and Associate Professor of Law at Widener’s Harrisburg campus. While in practice, Professor Barros taught International Arbitration as an adjunct at Fordham University School of Law. Professor Hussey writes in the areas of taxation, executive compensation, and estate planning and is the faculty director of the Volunteer Income Tax Assistance (VITA) program, coordinating 25-30 volunteers preparing free tax returns for low to moderate income taxpayers.
In a blog post written for the Delaware Journal of Corporate Law, 3L Liz Miosi analyzes the implications of Obergefell on two Delaware businesses and how the decision will likely impact their employee benefits plans.
Although there have been several proposals to try to help Puerto Rico climb out of its debt, without amending the federal bankruptcy law to include Puerto Rico as a state for purposes of Chapter 9, the United States territory will collapse. The shareholder primacy paradigm creates several problems, not only for society, but also for investors.
In addition to creating value for its shareholders, a benefit corporation may also consider the interests of all stakeholders.
Because becoming a benefit corporation is still optional, corporations should adopt a set of fiduciary laws that recognize the interests of all stakeholder values and not just stockholder interests.
From 1991 to 1993, Professor Moringiello was a Graduate Fellow in Legal Education at Temple University School of Law, from which she received her LL.M. In 2007, the Pennsylvania Bar Association honored Professor Moringiello with a Special Achievement Award for her work in the Uniform Commercial Code enactment process. Professor Moringiello has been a frequent commentator in the local and national media on the topic of Harrisburg’s Chapter 9 bankruptcy filing. She is a frequent speaker on those topics and has given presentations at the Annual Meetings of the ABA and AALS, the annual forum of the Eastern District of Pennsylvania Bankruptcy Conference, and at programs presented by the Pennsylvania Bar Institute and the American Bankruptcy Institute. Professor Barros also practiced in the New York office of Debevoise & Plimpton, and was a law clerk to the Honorable Milton Pollack of the United States District Court for the Southern District of New York. He is also a committee member of the Money In Your Pocket campaign that coordinates VITA sites in the greater Harrisburg area. In a blog written for the Delaware Journal of Corporate Law, DJCL Copy Editor Ashley DiLiberto argues that Puerto Rico deserves equal protection of the laws enjoyed by the several states; to hold otherwise reeks of discrimination and bias to our island brothers and sisters. Vale, who lived in Milford, Delaware and practiced law in Philadelphia, specializing in corporation, banking, and insurance law. Nugent discussed the enforceability of fraud and non-reliance provisions as a remedy in acquisition agreements, and reviewed recent case law developments affecting disclosure-based settlements of stockholder class actions. Alexander described it, however, fiduciary duties protect only stockholder interests, while ignoring the interests of all other stakeholders in the governance system, such as employees, customers, and the community. First, shareholder primacy restricts management’s ability to pursue a variety of commitments on behalf of the corporation. In addition, investors should cease seeking short-term gains and instead invest private capital in avenues that result in positive social gains that benefit all stakeholders.
Department of Commerce, advised foreign governments in technology, telecommunications, and intellectual property-related developmental projects. She has also testified before the Pennsylvania Legislature about Chapter 9 as a tool for resolving municipal financial distress. During the 2007-08 school year, Professor Barros was a Visiting Associate Professor of Law at Catholic University’s Columbus School of Law. His research focuses on property law and theory, property law reform, and takings.
Citibank, the court distinguished a law school graduate’s bar loan from other nondischargeable student loan debt, and ruled that the bar loan was dischargeable in bankruptcy. Vaughn, Jr., Vice Chancellor Sam Glasscock of the Delaware Court of Chancery, and former Delaware Supreme Court Justice Jack B. Alexander is the Head of Legal Policy at B Lab and Counsel to Morris, Nichols, Arsht & Tunnell LLP.
Further, Delaware jurisprudence reinforces this notion, especially by imposing a Revlon duty on directors to perform their fiduciary duties in the service of maximizing the corporation’s sale price. It is evident that any commitment entered into by the corporation will be contingent upon creating value for shareholders.
She completed her primary law degree at the University of Washington School of Law, holds an LL.M.
Professor Cole’s research and teaching interests reflect his practice experience in white-collar criminal defense, securities regulation law, and government investigations and prosecutions. Under specific circumstances, Omnicare expands § 11 liability to include omissions of fact relating to statements of opinion in a registration statement. Nugent is also the co-author of a well-known M&A treatise and is an adjunct professor at University of Virginia School of Law. Nugent discussed how recent cases in those realms have shaped how buyers and sellers approach the issues when drafting merger agreements and proxy statements, and the perhaps peculiar outcomes they have created going forward, including the possibility that planners will have an incentive to withhold more important information so that it can justify settlement of litigation challenging the deal. Sale price thus remains the most widely accepted measurement of a corporation’s success. This creates a trust problem within a corporation, either between the employer and its employees or between the current stockholders and future stockholders.
Allen appointed Professor Conaway Master pro hac vice for the Court of Chancery, and she remained in that role until 1992.  Professor Conaway also serves as a faculty advisor to the Delaware Journal of Corporate Law. Professor Cole researches the attorney-client privilege and the work product doctrine, government regulation of business entities, and legislative practice and procedure. The Omnicare standard and the Second Circuit’s application present issuers with a unique choice – costly drafting fees or potentially extravagant litigation. Second, primacy causes negative externalities to be passed from one company to another, which affects universal investors’ diversified interests in the general market. During her legal studies at the University of Washington, she served as the Comparative Federalism Program Fellow to the Institut d’Etudes europeennes at the Universite libre de Bruxelles in Belgium and was a stagiaire at Van Bael & Bellis, an EU competition, trade and regulatory law firm. His most recent publications have focused on constitutional and common law privileges, and the government’s ability to overcome those privileges and compel disclosure of information from private individuals and business entities.
She teaches and writes in the areas of federal taxation, comparative international taxation, and international trade law. Professor Cole has also served as the co-director of the Dickinson Law School Semester in Washington, D.C.

Louis University Public Law Review, and received the Mel Friedman Fellowship for Outstanding Expertise in Property Law.
Alexander argued that a corporation should be measured by its shared real value created when a corporation takes on certain commitments, thereby creating trusting relationships with stakeholders other than just stockholders. The school district has moved to a biometric identification program, saying students will no longer have to use an ID card to buy lunch.A  BIOMETRICS TO TRACK YOUR KIDS!!!!!i»?i»?A TARGETED INDIVIDUALS, THE GREEDY CRIMINALS ARE NOW CONDONING THEIR TECH! Paul Weindling, history of medicine professor at Oxford Brookes University, describes his search for the lost victims of Nazi experiments.
The chairman of the board at ESL a€” then proprietor of the desert wasteland in Nevada known as a€?Area 51a€? a€” was William Perry, who would be appointed secretary of defense several years later. EUCACH.ORG PanelIn a 2-hour wide-ranging Panel with Alfred Lambremont Webre on the Transhumanist Agenda, Magnus Olsson, Dr. Henning Witte, and Melanie Vritschan, three experts from the European Coalition Against Covert Harassment, revealed recent technological advances in human robotization and nano implant technologies, and an acceleration of what Melanie Vritschan characterized as a a€?global enslavement programa€?.Shift from electromagnetic to scalar wavesThese technologies have now shifted from electromagnetic wave to scalar waves and use super quantum computers in the quantum cloud to control a€?pipesa€? a reference to the brains of humans that have been taken over via DNA, via implants that can be breathed can breach the blood-brain barrier and then controlled via scalar waved on a super-grid. Eventually, such 'subvocal speech' systems could be used in spacesuits, in noisy places like airport towers to capture air-traffic controller commands, or even in traditional voice-recognition programs to increase accuracy, according to NASA scientists."What is analyzed is silent, or sub auditory, speech, such as when a person silently reads or talks to himself," said Chuck Jorgensen, a scientist whose team is developing silent, subvocal speech recognition at NASA Ames Research Center in California's Silicon Valley. We numbered the columns and rows, and we could identify each letter with a pair of single-digit numbers," Jorgensen said. People in noisy conditions could use the system when privacy is needed, such as during telephone conversations on buses or trains, according to scientists."An expanded muscle-control system could help injured astronauts control machines.
If an astronaut is suffering from muscle weakness due to a long stint in microgravity, the astronaut could send signals to software that would assist with landings on Mars or the Earth, for example," Jorgensen explained.
These are processed to remove noise, and then we process them to see useful parts of the signals to show one word from another," Jorgensen said.After the signals are amplified, computer software 'reads' the signals to recognize each word and sound. Our Research and Development Division has been in contact with the Federal Bureau of Prisons, the California Department of Corrections, the Texas Department of Public Safety, and the Massachusetts Department of Correction to run limited trials of the 2020 neural chip implant.
We have established representatives of our interests in both management and institutional level positions within these departments. Federal regulations do not yet permit testing of implants on prisoners, but we have entered nto contractual agreements with privatized health care professionals and specified correctional personnel to do limited testing of our products. We need, however, to expand our testing to research how effective the 2020 neural chip implant performs in those identified as the most aggressive in our society. In California, several prisoners were identified as members of the security threat group, EME, or Mexican Mafia. They were brought to the health services unit at Pelican Bay and tranquilized with advanced sedatives developed by our Cambridge,Massachussetts laboratories. The results of implants on 8 prisoners yielded the following results: a€?Implants served as surveillance monitoring device for threat group activity.
However, during that period substantial data was gathered by our research and development team which suggests that the implants exceed expected results. One of the major concerns of Security and the R & D team was that the test subject would discover the chemial imbalance during the initial adjustment period and the test would have to be scurbbed. However, due to advanced technological developments in the sedatives administered, the 48 hour adjustment period can be attributed t prescription medication given to the test subjects after the implant procedure. One of the concerns raised by R & D was the cause of the bleeding and how to eliminate that problem.
Unexplained bleeding might cause the subject to inquire further about his "routine" visit to the infirmary or health care facility. Security officials now know several strategies employed by the EME that facilitate the transmission of illegal drugs and weapons into their correctional facilities. One intelligence officier remarked that while they cannot use the informaiton that have in a court of law that they now know who to watch and what outside "connections" they have.
The prison at Soledad is now considering transferring three subjects to Vacaville wher we have ongoing implant reserach.
Our technicians have promised that they can do three 2020 neural chip implants in less than an hour. Soledad officials hope to collect information from the trio to bring a 14 month investigation into drug trafficking by correctional officers to a close. Essentially, the implants make the unsuspecting prisoner a walking-talking recorder of every event he comes into contact with. There are only five intelligence officers and the Commisoner of Corrections who actually know the full scope of the implant testing.
In Massachusetts, the Department of Corrections has already entered into high level discussion about releasing certain offenders to the community with the 2020 neural chip implants. Our people are not altogether against the idea, however, attorneys for Intelli-Connection have advised against implant technology outside strick control settings. While we have a strong lobby in the Congress and various state legislatures favoring our product, we must proceed with the utmost caution on uncontrolled use of the 2020 neural chip. If the chip were discovered in use not authorized by law and the procedure traced to us we could not endure for long the resulting publicity and liability payments. Massachusetts officials have developed an intelligence branch from their Fugitive Task Force Squad that would do limited test runs under tight controls with the pre-release subjects. Correctons officials have dubbed these poetnetial test subjects "the insurance group." (the name derives from the concept that the 2020 implant insures compliance with the law and allows officials to detect misconduct or violations without question) A retired police detective from Charlestown, Massachusetts, now with the intelligence unit has asked us to consider using the 2020 neural chip on hard core felons suspected of bank and armored car robbery. He stated, "Charlestown would never be the same, we'd finally know what was happening before they knew what was happening." We will continue to explore community uses of the 2020 chip, but our company rep will be attached to all law enforcement operations with an extraction crrew that can be on-site in 2 hours from anywhere at anytime.
We have an Intelli-Connection discussion group who is meeting with the Director of Security at Florence, Colorado's federal super maximum security unit.
The initial discussions with the Director have been promising and we hope to have an R & D unit at this important facilitly within the next six months. Napolitano insisted that the department was not planning on engaging in any form of ideological profiling.
I will tell him face-to-face that we honor veterans at DHS and employ thousands across the department, up to and including the Deputy Secretary," Ms. Steve Buyer of Indiana, the ranking Republican on the House Committee on Veterans' Affairs, called it "inconceivable" that the Obama administration would categorize veterans as a potential threat.

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