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Home / News / Music Video / Revival Recordings Sign Famous Last Words & Announce Acoustic Compilation
Revival Recordings Sign Famous Last Words & Announce Acoustic Compilation
Colette Josef January 7, 2016 Music Video, News, Single Leave a comment
The post-hardcore quintet Famous Last Words has signed with Shawn Milke of Alesana's Revival Recordings. To celebrate, the band has released their acoustic track, "I'll Be Home Soon" off of the label's upcoming compilation It's All Acoustic, which will also feature Alesana, The Funeral Portrait, Megosh and many more.
"We are extremely excited to be taking the next step of or musical journey with Revival," says vocalist JT. "Their appreciation for the actual artwork and the artist's integrity, in my eyes, is unparalleled in the industry for our music scene. Our first release with them will be an acoustic track titled, 'I'll be home soon' on an upcoming acoustic compilation called 'It's All Acoustic'. It's a previously, unofficially released song that has been re tracked for the album. We can't wait for everyone to hear it, and we can't wait to start off 2016 with our new label, new team, and new friends. Their motto couldn't be more fitting, 'Good music by good people'."
When asked about the signing Milke elaborated "Simply mentioning that I am proud to announce the signing of Famous Last Words to Revival Recordings would be a disservice to the impact it has had and will continue to have on our company. It is one of the crowning achievements and successes of my career in music. Famous Last Words knows no peers when it comes to being relentlessly devoted to their craft, and their determination to maintain artistic integrity even in the murky waters of the industry is unrivaled. To now walk alongside them in their journey is both a privilege and an honor. Our family welcomes them with the widest of open arms."
It's All Acoustic will be released on January 29th, but pre-orders are available now at the Revival website.
1. I'll Be Home Soon – Famous Last Words
2. Broken Maiden – Cabaret Runaway
3. Hiatus – Alesana
4. Casanova (C'est La Vie) – The Funeral Portrait
5. Winona – Megosh
6. Natural Born Thriller – Uh Huh Baby Yeah!
7. Stand Up – Tempting Paris
8. Nightingale – The Things They Carried
9. Long Nights, Stupid Fights – The Legitimate Excuse
10. Dancing Alone – Alesana
Connect with Famous Last Words:
Tags "I'll Be Home Soon" Cabaret Runaway Famous Last Words It's All Acoustic Megosh Revival Recordings Tempting Paris The Funeral Portrait The Legitimate Excuse The Things They Carried Uh Huh Baby Yeah!
About Colette Josef
Previous Album Review: Ignite – A War Against You
Next SHOW REVIEW: Unearth and Killswitch Engage at Starland Ballroom
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Texas coronavirus death toll tops 10,000
Nicole Cobler
Texas surpassed 10,000 coronavirus deaths Monday, a staggering figure health experts say likely undercounts the actual toll of the virus in the Lone Star state.
Only New York, New Jersey and California rank above Texas in total COVID-19 deaths.
"It's a tough milestone, but I'm glad to see the state making progress in many areas," Dr. Mark McClellan, one of Gov. Greg Abbott's medical advisers on reopening the state's economy, told the American-Statesman on Monday. "There's still a long way to go, though."
He added that state officials should increase access to COVID-19 testing and work to further decrease new cases to help health care professionals manage the virus.
The Texas Department of State Health Services reported 51 new COVID-19 fatalities Monday, bringing the death toll of the virus to 10,034. The latest deaths likely occurred over the past week or more because of a new method to collect death data.
The state's largest counties — Harris, Bexar and Dallas — are the hardest hit, with two smaller Rio Grande Valley counties following closely behind.
The health agency reported 809 COVID-19 deaths for Hidalgo County and 565 deaths for Cameron County.
The South Texas area became a hot spot for the coronavirus last month. Hospitals were overwhelmed with patients, prompting local leaders to issue stay-at-home orders. Abbott declined to allow the local officials to enforce the orders, however, instead urging them to enforce statewide orders on masks, restaurant occupancy limits and outdoor gatherings.
"I'm still very concerned about the significant outbreaks in some parts of the state, especially in the Rio Grande Valley," McClellan said.
Toll likely higher
When comparing coronavirus fatalities by population, Texas ranks roughly 22nd among U.S. states and territories, with 35 deaths per 100,000 residents, according to data from the U.S. Centers for Disease Control and Prevention.
McClellan said the Texas death rate has declined since the beginning of the pandemic, likely because those testing positive have skewed younger and more healthy during the summer compared to the spring. At the same time, COVID-19 treatments have improved.
"On the other hand, it's hard for hospitals and health care systems to maintain this high level of intensity treatment for a long period," he said. "It's good that the death rate is (lower), but we need to make more progress on getting cases down to keep the deaths from continuing to rise."
In Texas and across the country, health experts say that the total number of COVID-19 deaths is likely higher than reported figures show.
A New York Times analysis of CDC data found that the actual number of COVID-19 deaths nationally has surpassed 200,000, higher than health officials have reported.
A similar study published by JAMA Internal Medicine came to the same conclusion.
The death toll in Texas quickly increased after state health officials changed their methodology for counting COVID-19 deaths, using death certificates instead of reports from the local health officials.
READ MORE: How Texas tracks the virus' toll
The Texas Department of State Health Services said the move provides a more accurate picture of the disease's human toll, although it lags slightly because it takes up to 10 days after a person dies to receive a death certificate.
Promising signs
There are some promising signs that the disease is slowing in Texas, which Gov. Greg Abbott has attributed to his mask order and more residents following social distancing guidelines.
Hospitalizations and new cases have trended downward in recent weeks.
On Monday, state health officials reported 6,200 coronavirus patients in Texas hospitals, the fewest since the end of June.
And the health agency reported 2,713 new cases Monday. Although that number often is lower on Mondays, the seven-day average of new cases has declined since its peak in mid-July.
Democrats criticized Abbott on Monday, blaming the governor for the rising death toll.
"Under Abbott's failed leadership, mismanagement of the pandemic, hoarding federal aid, and misinformation, the state has seen its highest death toll related to a disaster, which continues to climb," Abhi Rahman, a spokesman for the Texas Democratic party, said in a statement.
A spokesman for Abbott did not return a request for comment Monday.
Top 10 counties for coronavirus deaths
1. Harris — 1,838
2. Bexar — 892
3. Dallas — 826
4. Hidalgo — 809
5. Cameron —565
6. Tarrant — 504
7. El Paso —344
8. Travis — 303
9. Fort Bend — 194
10. Nueces — 190
Source: Texas Department of State Health Services

redpajama_set_name: RedPajamaCommonCrawl


text:
module DFormed
  class Select < Selectable
    attr_bool :include_blank, default: true
    # attr_element_of [:select], :type, default: :select, serialize: true, always: true

    def self.type
      :select
    end

    def type
      :select
    end

    def value=(val)
      @value = val.to_s
      if element?
        element.children('option').each do |opt|
          opt.attr('selected', opt.attr('value') == val)
        end
      end
    end

    # These methods are only available if the engine is Opal
    if DFormed.in_opal?
      def retrieve_value
        self.value = element.value
      end
    end

    protected

    def simple_setup
      super
      self.tagname = 'select'
    end

    def inner_html
      (include_blank? ? "<option value=''/>\n" : '') +
      options.map do |k, v|
        selected = [value].flatten.map(&:to_s).include?(k.to_s)
        "<option value='#{k}'#{selected ? ' selected' : nil}>#{v}</option>"
      end.join("\n")
    end
  end
end

redpajama_set_name: RedPajamaGithub


This kit does not include the Tailhook brace. It is only the cheek rest and adapter mounting kit. You will need a Tailhook Mod 1 to complete this package for your Scorpion.
This kit comes unassembled so the user can set the length they want and simply drive the pin in.
This is for a black cheek rest kit.


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Home | News Releases | Miller, Attorneys General Urge U.S. Trade Representative to Protect States' Ability to Regulate TPP
Miller, Attorneys General Urge U.S. Trade Representative to Protect States' Ability to Regulate TPP
Trans-Pacific Partnership agreement threatens tobacco regulations by Iowa, other states
(DES MOINES, Iowa) Attorney General Tom Miller today urged U.S. trade representative Michael Froman to ensure that states can continue to enforce tobacco products under the Trans-Pacific Partnership agreement (TPP), which the U.S. is currently negotiating with 11 Pacific Rim countries.
"We request that any such agreement explicitly provide that it does not apply to trade or investment in tobacco or tobacco products," Miller and 44 state and territorial attorneys general wrote in a letter to Froman.
The TPP trade deal, which is in the final stages of negotiations that began for the U.S. in late 2009, is intended to enhance trade and investment among member countries, promote innovation, economic growth and development, and support the creation and retention of jobs.
But Miller, who was a lead negotiator in the landmark 1998 Master Settlement Agreement with the tobacco industry, is concerned that the treaty would classify tobacco products much like other goods. The result, Miller said, could open the door for tobacco companies to mount new legal challenges to federal, state and local laws and regulations.
Tobacco companies could challenge regulations directly, through investor protection provisions, or indirectly, by persuading member countries to fight the regulations through the TPP's trade protection provisions. Those challenges would occur outside of the U.S. legal system and with different standards, Miller added.
"The agreement's proposed language has a real potential to undermine what we've worked so hard to accomplish, and that's reducing the use of products that kill people and add enormous costs to our nation's health care system," Miller said.
Miller and the attorneys general requested Froman to push for a tobacco product "carve out," which would exclude trade deal-related challenges to any tobacco product laws or regulations.
"We just can't give the tobacco industry a chance to exploit this agreement by using it as an opportunity to try to undermine tobacco regulations through new avenues of litigation," Miller said. "While this is a significant international trade agreement, we can't allow it to trump important state laws and regulations that address tobacco control."


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Many property owners prefer to turn over the supervision of their residential properties to a professional management company. For many, this is a wise decision, because it means that their property and their interests in it are being protected and managed by professionals while, at the same time, they are freed from the day to day responsibilities usually associated with ownership.
When you need fast, dependable air conditioning service and equipment, there's only one name you need to know: Colkitt Sheet Metal & Air Conditioning. For over three decades, this family owned and operated business has provided residences and businesses throughout Indian River County with cool, clean, fresh air - at a refreshing value. Their experienced personnel are at your service for everything from emergency repairs to regular installation and maintenance.
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Map for Twin Cooling, Inc.


2018 has been the most significant year in the history of Afghanistan Cricket. First, they emerged as the winners of the ICC WC Qualifiers 2018 to book a place in the ICC WC 2019. Then, they gained Test status and played their maiden Test against India. Later on, they defeated Bangladesh, Sri Lanka and tied a match with India in the Asia Cup. Recently, they completed the inaugural edition of their new T20 league, Afghanistan Premier League.
Mohammad Nabi's Balkh Legends were the winners of the inaugural edition of APL. APL 2018 is evidence of the abundance of cricketing talent in Afghanistan. Besides, a plethora of overseas stars once again showed their class in the newly launched league.
With the auction for the Indian Premier League 2019 season scheduled next month, let us look at five standout performers from APL 2018 who can bang an IPL contract in the upcoming auction.
Qais Ahmed is the latest addition in Afghanistan's long list of talented spin bowlers. The 18-year old leggie bagged the MOM award in the recently concluded APL final. Playing for eventual champions Balkh Legends, he registered his maiden 5-wicket haul against Rashid Khan's Kabul Zwanan.
Since leg spinners are labelled as 'most wanted' in the limited-overs format, it will not be a massive surprise if Qais lands an IPL contract in the upcoming auction.


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Business Law Prof Blog
Did the EU Learn from Dodd-Frank When Enacting its Conflict Minerals Rules?
By Marcia Narine Weldon
On Wednesday, the EU finally outlined its position on conflict minerals. The proposed rule will affect approximately 900,000 businesses. As I have discussed here, these "name and shame" disclosure rules are premised on the theories that: 1) companies have duty to respect human rights by conducting due diligence in their supply chains; 2) companies that source minerals from conflict zones contribute financially to rebels or others that perpetuate human rights abuses; and 3) if consumers and other stakeholders know that companies source certain minerals from conflict zones they will change their buying habits or pressure companies to source elsewhere.
As stated in earlier blog posts, the US Dodd- Frank rule has been entangled in court battles for years and the legal wranglings are not over yet. Dodd-Frank Form SD filings were due on May 31st and it is too soon to tell whether there has been improvement over last year's disclosures in which many companies indicated that the due diligence process posed significant difficulties.
I am skeptical about most human rights disclosure rules in general because they are a misguided effort to solve the root problem of business' complicity with human rights abuses and assume that consumers care more about ethical sourcing than they report in surveys. Further, there are conflicting views on the efficacy of Dodd-Frank in particular. Some, like me, argue that it has little effect on the Congolese people it was designed to help. Others such as the law's main proponent Enough, assert that the law has had a measurable impact.
The EU's position on conflict minerals is a compromise and many NGOs such as Amnesty International, an organization I greatly respect, are not satisfied. Like its US counterpart, the EU rule requires reporting on tin, tantalum, tungsten, and gold, which are used in everything from laptops, cameras, jewelry, light bulbs and component parts. Unlike Dodd-Frank, the rule only applies to large importers, smelters, and refiners but it does apply to a wider zone than the Democratic Republic of Congo and the adjoining countries. The EU rule applies to all "conflict zones" around the world.
Regular readers of my blog posts know that I teach and research on business and human rights, and I have focused on corporate accountability measures. I have spent time in both Democratic Republic of Congo and Guatemala looking at the effect of extractive industries on local communities through the lens of an academic and as a former supply chain executive for a Fortune 500 company. I continue to oppose these disclosure rules because they take governments off the hook for drafting tough, substantive legislation. Nonetheless, I look forward to seeing what lessons if any that the EU has learned from the US when the member states finally implement and enforce the new rule. In coming weeks I will blog on recent Form SD disclosures and the progress of the drafting of the final EU rule.
June 17, 2016 in Compliance, Corporate Governance, Corporations, CSR, Current Affairs, Financial Markets, Human Rights, International Law, Legislation, Marcia Narine Weldon, Securities Regulation | Permalink | Comments (0)
Can Consumer or Investor Pressure Make a Difference on Corporate Actions? The Carnival Conundrum
Today in my Business and Human Rights class I thought about Ann's recent post where she noted that socially responsible investor Calpers was rethinking its decision to divest from tobacco stocks. My class has recently been discussing the human rights impacts of mega sporting events and whether companies such as Rio Tinto (the medal makers), Omega (the time keepers), Coca Cola (sponsor), McDonalds (sponsor), FIFA (a nonprofit that runs worldwide soccer) and the International Olympic Committee (another corporation) are in any way complicit with state actions including the displacement of indigenous peoples in Brazil, the use of slavery in Qatar, human trafficking, and environmental degradation. I asked my students the tough question of whether they would stop eating McDonalds food or wearing Nike shoes because they were sponsors of these events. I required them to consider a number of factors to decide whether corporate sponsors should continue their relationships with FIFA and the IOC. I also asked whether the US should refuse to send athletes to compete in countries with significant human rights violations.
Because we are in Miami, we also discussed the topic du jour, Carnival Cruise line's controversial decision to follow Cuban law, which prohibits certain Cuban-born citizens from traveling back to Cuba on sea vessels, while permitting them to return to the island by air. Here in Miami, this is big news with the Mayor calling it a human rights violation by Carnival, a County contractor. A class action lawsuit has been filed seeking injunctive relief. This afternoon, Secretary of State John Kerry weighed in saying Carnival should not discriminate and calling upon Cuba to change its rules.
So back to Ann's post. In an informal poll in which I told all students to assume they would cruise, only one of my Business and Human Rights students said they would definitely boycott Carnival because of its compliance with Cuban law. Many, who are foreign born, saw it as an issue of sovereignty of a foreign government. About 25% of my Civil Procedure students would boycott (note that more of them are of Cuban descent, but many of the non-Cuban students would also boycott). These numbers didn't surprise me because as I have written before, I think that consumers focus on convenience, price, and quality- or in this case, whether they really like the cruise itinerary rather than the ethics of the product or service.
Tomorrow morning (Friday), I will be speaking on a panel with Jennifer Diaz of Diaz Trade Law, two members of the US government, and Cortney Morgan of Husch Blackwell discussing Cuba at the ABA International Law Section Spring Meeting in New York. If you're at the meeting and you read this before 9 am, pass by our session because I will be polling our audience members too. And stay tuned to the Cuba issue. I'm not sure that the Carnival case will disprove my thesis about the ineffectiveness of consumer pressure because if the Secretary of State has weighed in and the Communist Party of Cuba is already meeting next week, it's possible that change could happen that gets Carnival off the hook and the consumer clamor may have just been background noise. In the meantime, Carnival declared a 17% dividend hike earlier today and its stock was only down 11 cents in the midst of this public relations imbroglio. Notably, after hours, the stock was trading up.
April 14, 2016 in Ann Lipton, Conferences, Corporate Governance, Corporations, CSR, Current Affairs, Ethics, Financial Markets, Human Rights, International Law, Law School, Marcia Narine Weldon, Teaching | Permalink | Comments (0)
Spring Break Reading: Bruner on The Corporation's Intrinsic Attributes
By Haskell Murray
Christopher Bruner recently posted a book chapter entitled The Corporation's Intrinsic Attributes. I try to read everything Christopher writes, including his excellent Cambridge University Press book, Corporate Governance in the Common Law World, and I am looking forward to reading this new book chapter over spring break next week. The book chapter's abstract is reproduced below for interested readers:
Numerous treatises, casebooks, and other resources commonly present concise lists of attributes said to be intrinsic to the modern corporation and/or essential to its economic utility. Such descriptions of the corporate form often constitute introductory matter, conditioning how students, professionals, and public officials alike approach corporate law by presenting a straightforward framework to distinguish the corporate form from other types of business entities. There are two significant problems with such frameworks, however, from a pedagogic perspective. First, these frameworks describe the corporation by reference to purportedly fixed intrinsic attributes, conflicting sharply with the flux and dynamism that have in fact characterized the history of corporate law. Second, these frameworks differ markedly from each other in how they characterize the corporation's attributes, each embodying a contestable perspective on the nature of the corporate form.
The diversity of perspectives that such inquiry reveals calls into question the degree to which we can validly deduce a single correct or optimal division of power between boards and shareholders, degree of regard for shareholder interests, and/or degree of liability exposure for boards and shareholders, based exclusively on premises purportedly intrinsic to corporate law itself - that is, without express appeal to external policy considerations and related regulatory fields. These matters map onto three core issues of corporate law and governance - power, purpose, and risk-taking, respectively - and the inability to resolve them by reference to the corporation's purportedly intrinsic features suggests that re-conceptualizing the corporate form might facilitate more effective assessment of its capabilities.
This chapter undertakes that project. Section I begins with an historical discussion of the corporation's emergence and early deployment for business in the United Kingdom and the United States. Section II turns to various contemporary descriptions of the corporation's intrinsic attributes presented in modern reference materials, exploring their commonalities, differences, and theoretical implications. Section III explores the impossibility of resolving core issues of power, purpose, and risk-taking by reference to such conceptions of the corporate form, providing three US examples that map onto these respective issues - the scope of shareholders' bylaw authority, the degree of board discretion to consider non-shareholder interests in hostile takeovers, and the regulation of financial risk-taking following the recent crisis. Each illustrates the necessity of resort to political discourse - a reality underscored through comparison with the United Kingdom, which reveals substantial divergence on such issues notwithstanding broad similarities between the US and UK corporate governance regimes.
The chapter concludes, in Section IV, by proposing that we refrain from describing the corporate form by reference to purportedly fixed intrinsic attributes. I argue that it would pay to re-conceptualize the modern corporation by reference to the tools it offers, and how those tools can be deployed - a series of governance "levers," I suggest, that can be adjusted and calibrated in various ways to pursue a broad range of governance-related goals.
March 4, 2016 in Business Associations, Corporate Governance, Corporations, Haskell Murray, International Law, Management, Shareholders | Permalink | Comments (0)
What do Donald Trump and Al Sharpton Have in Common? The Failed Boycott Movement
Presidential candidate Donald Trump has repeatedly stated that he never plans to eat Oreo cookies again because the Nabisco plant is closing and moving to Mexico. Trump, who has starred in an Oreo commercial in the past, is actually wrong about the nature of Nabisco's move, and it's unlikely that he will affect Nabisco's sales notwithstanding his tremendous popularity among some in the electorate right now. Mr. Trump has also urged a boycott of Apple over how that company has handled the FBI's request over the San Bernardino terrorist's cell phone.
Strangely, I haven't heard a call for a boycott of Apple products following shareholders' rejection of a proposal to diversify the board last week. I would think that Reverend and former candidate Al Sharpton, who called for the boycott of the Oscars due to lack of diversity would call for a boycott of all things Apple. But alas, for now Trump seems to be the lone voice calling for such a move (and not because of diversity). In fact, I've never walked past an Apple Store without thinking that there must be a 50% off sale on the merchandise. There are times when the lines are literally out the door. Similarly, despite the #Oscarssowhite controversy and claims from many that the boycott worked because the Oscars had historically low ratings, viewership among black film enthusiasts was only down 2% this year.
So why do people constantly call for boycotts? According to a Freakonomics podcast from January, they don't actually work. Historians and economists made it clear in interviews that they only succeed as part of an established social movement. In some cases they can backfire leading to a "buycott," as it did for Chik Fil A. The podcast also put into context much of what we believe are the boycott "success stories," including the Montgomery Bus Boycott with Rosa Parks and the sit in movement related to apartheid in the 1980s.
I have spent much of my time looking at disclosure legislation that is based in part on the theory that informed consumers and socially-responsible investors will boycott or divest holdings (see here, here, and here). In particular, I have focused on the Dodd-Frank conflict minerals corporate governance disclosure and why I don't think that using name and shame laws work—namely because consumers talk a good game in surveys but actually don't purchase based on social criteria nearly as much as NGOs and legislators believe.
The SEC was supposed to decide whether to file a cert petition to the Supreme Court on the part of the conflict minerals legislation that was struck down on First Amendment grounds by March 9th but they now have an extension until April. Since I wrote an amicus brief in the case at the lower level, I have a particular interest in this filing. I had planned my business and human rights class on disclosures and boycotts around that cert. filing to make it even more relevant to my students, who will do a role play simulation drafted by Professor Erika George representing civil society (NGOs, investors, and other stakeholders), the electronics industry, the US government (state department, Congress, and SEC), Congolese militia, the Congolese government, and the Congolese people. The only group they won't represent is US consumers, even though that's the target group of the Dodd-Frank disclosure. I did tweak Professor George's materials but purposely chose not to add in the US consumer group. After my students step out of their roles, we will have the honest discussions about their own views and buying habits. I'll try not to burst any boycott bubbles.
March 4, 2016 in Compliance, Corporate Governance, Corporations, CSR, Current Affairs, Financial Markets, Human Rights, International Business, International Law, Law School, Legislation, Marcia Narine Weldon, Securities Regulation, Shareholders, Teaching | Permalink | Comments (1)
The thorny relationship between business and human rights
For the past four weeks I have been experimenting with a new class called Transnational Business and Human Rights. My students include law students, graduate students, journalists, and accountants. Only half have taken a business class and the other half have never taken a human rights class. This is a challenge, albeit, a fun one. During our first week, we discussed CSR, starting off with Milton Friedman. We then used a business school case study from Copenhagen and the students acted as the public relations executive for a Danish company that learned that its medical product was being used in the death penalty cocktail in the United States. This required students to consider the company's corporate responsibility profile and commitments and provide advice to the CEO based on a number of factors that many hadn't considered- the role of investors, consumer reactions, the pressure from NGOs, and the potential effect on the stock price for the Danish company based on its decisions. During the first three weeks the students have focused on the corporate perspective learning the language of the supply chain and enterprise risk management world.
This week they are playing the role of the state and critiquing and developing the National Action Plans that require states to develop incentives and penalties for corporations to minimize human rights impacts. Examining the NAPs, dictated by the UN Guiding Principles on Business and Human Rights, requires students to think through the consultation process that countries, including the United States, undertake with a number of stakeholders such as unions, academics, NGOs and businesses. To many of those in the human rights LLM program and even some of the traditional law students, this is all a foreign language and they are struggling with these different stakeholder perspectives.
Over the rest of the semester they will read and role play on up to the minute issues such as: 1) the recent Tech Terror Summit and the potential adverse effects of the right to privacy; 2) access to justice and forum non conveniens, arguing an appeal from a Canadian court's decision related to Guatemalan protestors shot by security forces hired by a company incorporated in Canada with US headquarters; 3) the difficulties that even best in class companies such as Nestle have complying with their own commitments and certain disclosure laws when their supply chain uses both child labor and slaves; 4) the Dodd-Frank conflict minerals debate in the Democratic Republic of Congo and the EU, where students will play the role of the State Department, major companies such as Apple and Intel, the NGO community, and socially-responsible investors debating some key corporate governance and human rights issues; 5) corporate codes of conduct and the ethical, governance, and compliance aspects of entering the Cuban market, given the concerns about human rights and confiscated property; 6) corporate culpability for the human rights impacts of mega sporting events such as the Super Bowl, World Cup, and the Olympics; 7) human trafficking (I'm proud to have a speaker from my former company Ryder, a sponsor of Truckers Against Traffickers); 8) development finance, SEC disclosures, bilateral investment treaties, investor rights and the grievance mechanisms for people harmed by financed projects (the World Bank, IMF, and Ex-Im bank will be case studies); 9) the race to the bottom for companies trying to reduce labor expenses in supply chains using the garment industry as an example; and 10) a debate in which each student will represent the actual countries currently arguing for or against a binding treaty on business and human rights.
Of course, on a daily basis, business and human rights stories pop up in the news if you know where to look and that makes teaching this so much fun. We are focusing a critical lens on the United States as well as the rest of the world, and it's great to hear perspectives from those who have lived in Europe, Africa, Asia, and South America. It's a whole new world for many of the LLM and international students, but as I tell them if they want to go after the corporations and effect change, they need to understand the pressure points. Using business school case studies has provided them with insights that most of my students have never considered. Most important, regardless of whether the students embark on a human rights career, they will now have more experience seeing and arguing controversial issues from another vantage point. That's an invaluable skill set for any advocate.
February 4, 2016 in Business Associations, Comparative Law, Compliance, Corporate Governance, Corporations, CSR, Current Affairs, Ethics, Financial Markets, Human Rights, International Business, International Law, Investment Banking, Law School, Lawyering, Marcia Narine Weldon, Securities Regulation, Teaching | Permalink | Comments (0)
A year ago today, President Obama shocked the world and enraged many in Congress by announcing normalization of relations with Cuba. A lot of the rest of the United States didn't see this as much of a big deal, but here in Miami, ground zero for the Cuban exile community, this was a cataclysmic event. Now Miami is one of the biggest sources of microfinance for the island.
Regular readers of this blog know that I have been writing about the ethical and governance issues of doing business with the island since my 10-day visit last summer. I return to Cuba today on a second research trip to validate some of my findings for my second article on governance and compliance risks and to begin work on my third article related to rule of law issues, the realities of foreign direct investment and arbitration, what a potential bilateral or multilateral investment agreement might look like, and the role that human rights requirements in these agreements could play.
This is an interesting time to be visiting Cuba. The Venezuelan government, a large source of income for Cuba has suffered a humiliating defeat. Will this lead to another "special period" for the nation similar to the collapse of the Soviet Union? Major league baseball players who defected from Cuba just a few years ago announced a homecoming trip today. Yesterday, the US government authorized commercial flights to return to Cuba. The property claims for the multinationals and families who had homes and business confiscated by Castro are being worked out, or so some say.
Over the next few days in between touring Old Havana and fishing villages, I will learn from lawyers and professors discussing arbitration law in Cuba, foreign investment law 118/2014, tax and labor implications for the foreign investor, the 2015 amendments to the Cuban Assets Control Regulations, requirements for gaining government approval and forming state partnerships, and the Cuban banking system.
Strangely, I am excited. While I should be decompressing from the shock of reading student exams discussing "creepy tender offers" and "limited liability corporations," I can't wait to delve into the next phase of my research and practice my business Spanish at the bar of the Parque Central in La Habana. My internet access will be spotty and expensive but if you can think of any pressing questions I should ask leave a comment below or email me at mnarine@stu.edu.
December 17, 2015 in Comparative Law, Compliance, Corporate Governance, Corporations, CSR, Current Affairs, Ethics, Food and Drink, Human Rights, International Business, International Law, Law Reviews, Marcia Narine Weldon, Religion, Writing | Permalink | Comments (0)
International Edition: Can it be an LLC if there are Shareholders?
By Joshua Fershee
As I continue my mission to solidify the limited liability company (LLC) as its own entity, and not a corporation or corporate derivative, I have come to realize that U.S.-based distinctions are usually easier than international ones. One challenge we have is that we often try to find direct entity analogies from country to country, when none may exist.
Case in point: Over at Lexology.com lat week, an article titled Is litigation funding in peril? appeared. The article states, "In its ruling (KKO 2015:17), the Finnish Supreme Court found that under certain criteria it is possible to hold the shareholders of a limited liability company liable for the company's liabilities." So, if this were a U.S. LLC, we'd know there are no "shareholders" of an LLC. We have members (or should). But, I am no expert in Finnish law, but it is different than U.S. law. According to Wikipedia (that all-knowing source), Osakeyhtiö, abbreviated Oy, means "stock company," thought others sources says it means "limited company" or limited stock company." Nonetheless, the shareholder characterization appears acceptable for a Finnish (but not a U.S.) entity.
Finnish entities do not break down the same way as U.S. entities (this is not surprising). Thus, in Finland, there are limited partnerships, limited companies, and public limited companies. My suspicion is that the Osakeyhtiö is actually more like a corporation, as "the management is provided by the management board," but general parlance is that it is an LLC because of how it translates.
The Lexology article discusses limited liability companies, but then repeatedly discusses piercing the "corporate" veil and the "corporate structure" of the entities in questions. To draw a direct analogy to U.S. entities, and to try to hold my overseas colleagues to U.S. language, would be unfair. It may be that in a non-U.S. jurisdiction, "limited liability companies" in such an instance means the more general "limited liability entities," and is not intended as a term of art for the LLC. However, there is language that can be employed globally to help make entity distinctions more clear, particularly when talking about general concepts for a more general audience. Avoiding terms of art where specificity is not intended would be helpful.
For example, if we talk about a "limited liability veil," we can use that to apply to all limited liability entities. This is particularly apt when discussing situations where multiple entities are in play, and perhaps we're discussing veil piercing of a partner corporation and its subsidiary LLC.
Similarly, we can talk about "entity structure," instead of "corporate structure," to ensure we're not assigning specific rules and obligations to the wrong entity type.
Cross-border entity issues are inherently complex, and understanding how foreign courts will view various business arrangements is always a challenge. Foreign courts often have to grapple with foreign entities, and must decide how to reconcile the entity choice with domestic law. I appreciate the challenge, and recognize that there are rarely easy answers. I do think, though, that avoiding specific entity language when more general language will suffice, it's a good idea, because we can avoid inadvertently attaching domestic rules to a foreign entity.
We use analogies as anchors to help us understand concepts. That can be good, and it can be helpful. But we must be careful not to overdo it. Despite some similarities, LLCs are distinct from corporations and LLPs. And the Oy is different than the GmbH or the S.A. or the NV. Comparisons are inevitable, and often helpful. But, if we get more specific than we need to, before we need to, we run the risk of framing the question incorrectly and prematurely.
December 15, 2015 in Corporations, International Business, International Law, Joshua P. Fershee, LLCs, Partnership, Unincorporated Entities | Permalink | Comments (0)
Disclosing Disclosure's Defects
Earlier this month, the DC Circuit denied a petition for rehearing on the conflict minerals disclosure, meaning the SEC needs to appeal to the Supreme Court or the case goes back to the District Court for further proceedings. At issue is whether the Dodd-Frank requirement that issuers who source minerals from the Democratic Republic of Congo label their products as "DRC-conflict free" (or not) violates the First Amendment. I have argued in various blog posts and an amicus brief that this corporate governance disclosure is problematic for other reasons, including the fact that it won't work and that the requirement would hurt the miners that it's meant to protect. Congress, thankfully, recently held hearings on the law.
I've written more extensively on conflict minerals and the failure of disclosures in general in two recent publications. The first is my chapter entitled, Living in a material world – from naming and shaming to knowing and showing: will new disclosure regimes finally drive corporate accountability for human rights? in a new book that we launched two weeks ago at the UN Forum on Business and Human Rights in Geneva. You'll have to buy the book The Business and Human Rights Landscape: Moving Forward and Looking Back to read it.
My article, Disclosing Disclosure's Defects: Addressing Corporate Irresponsibility for Human Rights Impacts, will be published shortly by the Columbia Human Rights Law Review and is available for on SSRN. The abstract is below:
Although many people believe that the role of business is to maximize shareholder value, corporate executives and board members can no longer ignore their companies' human rights impacts on other stakeholders. Over the past four years, the role and responsibility of non-state actors such as multinationals has come under increased scrutiny. In 2011, the United Nations Human Rights Council unanimously endorsed the "UN Guiding Principles on Business and Human Rights," which outline the State duty to protect human rights, the corporate responsibility to respect human rights, and both the State and corporations' duties to provide remedies to parties. The Guiding Principles do not bind corporations, but dozens of countries, including the United States, are now working on National Action Plans to comply with their own duties, which include drafting regulations and incentives for companies. In 2014, the UN Human Rights Council passed a resolution to begin the process of developing a binding treaty on business and human rights. Separately, in an effort to address information asymmetries, lawmakers in the United States, Canada, Europe, and California have passed human rights disclosure legislation. Finally, dozens of stock exchanges have imposed either mandatory or voluntary non-financial disclosure requirements, in sync with the UN Principles.
Despite various forms of disclosure mandates, these efforts do not work. The conflict lies within the flawed premise that, armed with specific information addressing human rights, consumers and investors will either reward "ethical" corporate behavior, or punish firms with poor human rights records. However, evidence shows that disclosures generally fail to change behavior because: (1) there are too many of them; (2) stakeholders suffer from disclosure overload; and (3) not enough consumers or investors penalize companies by boycotting products or divesting. In this Article, I examine corporate social contract theory, normative business ethics, and the failure of stakeholders to utilize disclosures to punish those firms that breach the social contract. I propose that both stakeholders and companies view corporate actions through an ethical lens, and offer an eight-factor test to provide guidance using current disclosures or stakeholder-specific inquiries. I conclude that disclosure for the sake of transparency, without more, will not lead to meaningful change regarding human rights impacts.
December 3, 2015 in Comparative Law, Compliance, Corporate Governance, Corporations, CSR, Current Affairs, Human Rights, International Law, Marcia Narine Weldon, Securities Regulation | Permalink | Comments (0)
A Few Thoughts on "Poverty, Inc."
This past Sunday afternoon, I attended a screening of the film Poverty, Inc.
The trailer is available here.
I share a few, somewhat disconnected, thoughts on Poverty, Inc. under the page break.
November 20, 2015 in CSR, Current Affairs, Entrepreneurship, Ethics, Film, Haskell Murray, Human Rights, International Law, Nonprofits, Social Enterprise | Permalink | Comments (2)
Following up on Arbitration and Human Rights
By Greg Day
I would like to build off of Marcia Narine's post about binding arbitration clauses. In her post, she discusses two related subjects. The first concerns the importance of civil procedure, noting that jurisdictional problems prevented the human rights victims in Kiobel from finding justice. The second addressed the grim picture painted by the New York Times about how companies use arbitration clauses to undermine meritorious legal claims. I mention this because there seems to be a radical development brewing about how arbitration clauses might actually help human rights victims.
The problem with adjudicating human rights claims is that few courts have been able, or willing, to remedy violations. Most abuses occur in countries where legal systems are too weak to prosecute offenders. And, in light of Kiobel, the United States generally lacks jurisdiction over entirely foreign defendants and events. This has led commentators to conclude that courts of law are poorly equipped to hear human rights cases.
But could arbitration be the answer? Consider the Bangladesh Accord, which was recently signed by over 200 apparel companies—including H&M, Abercrombie & Fitch, and Adidas—after a series of sweatshop fires in Bangladesh. Signatories agree to take numerous proactive and remedial measures intended to prevent future factory tragedies. The novelty of the Accord is found in its dispute resolution provision, requiring signatories to settle disputes by binding international arbitration. Since the New York Convention makes international arbitral awards globally enforceable, the Bangladesh Accord seems to have found a solution to the aforementioned jurisdictional issues. Although the Bangladesh Accord pertains only to a small subset of potential human rights abuses, the agreement suggests that private dispute resolution could offer a superior forum to hear types of human rights abuses.
The question is whether other agreements might similarly seek to use arbitration clauses to resolve human rights disputes—or whether the Bangladesh Accord will remain an anomaly. Convincing other companies in other industries to arbitrate corporate responsibility standards will certainly prove difficult since, as it currently stands, transnational firms face little liability for their torts in developing countries. However, it does appear that the International Olympic Committee is using a similar mechanism now that host countries must abide by human rights standards, enforced by the Court of Arbitration for Sport. Indeed, the potential use of binding arbitration to enforce corporate responsibility is certainly an interesting development considering arbitration's reputation as an obstacle that frustrates less sophisticated and resourceful parties.
There are a couple of articles discussing the potential use of international arbitration to promote human rights. Consider this article by Professor Roger Alford (who also has a great article about the future of human rights litigation after Kiobel) or me.
November 5, 2015 in ADR, Human Rights, International Law | Permalink | Comments (4)
Is CSR BS?
Today I will present on a panel with colleagues that spent a week with me this summer in Guatemala meeting with indigenous peoples, village elders, NGOs, union leaders, the local arm of the Chamber of Commerce, a major law firm, government officials, human rights defenders, and those who had been victimized by mining companies. My talk concerns the role of corporate social responsibility in Guatemala, but I will also discuss the complex symbiotic relationship between state and non-state actors in weak states that are rich in resources but poor in governance. I plan to use two companies as case studies.
The first corporate citizen, REPSA (part of the Olmeca firm), is a Guatemalan company that produces African palm oil. This oil is used in health and beauty products, ice cream, and biofuels, and because it causes massive deforestation and displacement of indigenous peoples it is also itself the subject of labeling legislation in the EU. REPSA is a signatory of the UN Global Compact, the world's largest CSR initiative. Despite its CSR credentials, some have linked REPSA with the assassination last month of a professor and activist who had publicly protested against the company's alleged pollution of rivers with pesticides. The "ecocide," that spread for hundreds of kilometers, caused 23 species of fish and 21 species of animals to die suddenly and made the water unsafe to drink. REPSA has denied all wrongdoing and has pledged full cooperation with authorities in the murder investigation. The murder occurred outside of a local court the day after the court ordered the closing of a REPSA factory. On the same day of the murder other human rights defenders were also allegedly kidnaped by REPSA operatives although they were later released. Guatemala's government is reportedly one of the most corrupt in the world-- the President resigned a few weeks ago and went to jail amidst a corruption scandal-- and thus it is no surprise that the government has allegedly done little to investigate either the ecocide or the murder.
The other case study concerns Tahoe, a Canadian mining company with a US subsidiary that used private security forces who shot seven protestors. Tahoe is facing trial in a Canadian court, a case that is being watched worldwide by the NGO community. Interestingly, the company's corporate social responsibility and the board's implementation are indirectly at issue in the case. Tahoe feels so strongly about CSR that it has a CSR blog and quarterly report online touting its implementation of international CSR standards, including its compliance with the UN Guiding Principles on Business and Human Rights, the Voluntary Principles on Security and Human Rights, the Equator Principles (related to risk management for project finance in social risk projects), the IFC Performance Standards and a host of other initiatives related to grievance mechanisms for those seeking an access to remedy for human rights abuses. Tahoe is in fact a member of the CSR Committee of the International Bar Association. Nonetheless, despite these laudable achievements, none of the families that my colleagues and I met with in the mining town mentioned any of this nor talked about the "Cup of Coffee With the Mine" program promoted in the CSR report. Of course, it's possible that Tahoe has made significant reforms since the 2013 shootings and if so, then it should be applauded, but the families we met in June did not appear to give the company much credit. Instead they talked about the birth defects that their children have and the fact that they and their crops often go for days without water. They may not know the statistic, but some of the mining processes use the same amount of water in one hour that a family of four would use in 20 years.
Of note, the Guatemalan government only requires a 1% royalty for the minerals mined in the country rather than the 30% that other countries require, although legislation is pending to change this. Guatemala also provides its police and military as guards for the mines to protect the Canadian company from its own citizens. Guatemala probably helps shore up security because even though 98% of the local citizens voted against the mine, the mine commenced operations anyway despite both international and Guatemalan human rights law that requires free, prior, and informed consent (see here).
Given this turmoil, perhaps it was actually the more risky climate of mining in Guatemala that caused Goldcorp to sell a 26% stake in Tahoe earlier this year rather than the stated goal of focusing on core assets. Norway's pension fund had already divested in January due to Tahoe's human rights record in Guatemala. Maybe these investors hadn't read the impressive Tahoe CSR report. With the background provided above, my abstract for my book chapter and today's talk is below. I welcome your thoughts in the comment section or by email at mnarine@stu.edu.
North Americans and Europeans have come to expect even small and medium sized enterprises to engage in some sort of corporate social responsibility ("CSR"). Large companies regularly market their CSR programs in advertising and recruitment efforts, and indeed over twenty countries require companies to publicly report on their environmental, social and governance ("ESG") efforts. Definitions differ, but some examples may be instructive for this Chapter. For example, the Danish government, which mandates ESG reporting, defines CSR as "considerations for human rights, societal, environmental and climate conditions as well as combatting corruption in … business strategy and corporate activities." The United States government, which focuses on responsible business conduct, has explained, "CSR entails conduct consistent with applicable laws and internationally recognised standards. Based on the idea that you can do well while doing no harm, RBC is a broad concept that focuses on two aspects of the business-society relationship: 1) the positive contribution businesses can make to economic, environmental, and social progress with a view to achieving sustainable development, and 2) avoiding adverse impacts and addressing them when they do occur."
Business must not only have a legal license to operate in a country, they must also have a social license. In other words, the community members, employees, government officials, and those affected by the corporate activities—the stakeholders—must believe that the business is legitimate. It is no longer enough to merely be legally allowed to conduct business. Corporate social responsibility activities can thus often add a veneer of "legitimacy."
With this in mind, what role does business play in society in general and in a country as complex as Guatemala in particular? Guatemalan citizens, including over two dozen different indigenous groups, have gone from fighting a bloody 36-year civil war to fighting corrupt leadership that often appears to put the interests of local and multinational businesses above that of the people. For example, although the Canadian Trade Commission has an office with resources related to CSR in Guatemala, some of the most egregious allegations of human rights abuses relate to mining companies from that country. Similarly, many of the multinationals that proudly publish CSR reports and even use the buzzwords "social license" in slick videos on their websites are the same corporations accused in lawsuits by human rights and environmental defenders. How do these multinationals reconcile these acts? How and when will consumers and socially-responsible investors hold corporations accountable for these acts? Is the Guatemalan government abdicating its responsibility to its own people or is the government in fact complicit with the multinationals? And finally, do foreign governments bear any responsibility for the acts of multinationals acting abroad? This chapter will explore this continuum from corporate social responsibility to corporate accountability using the case study of Guatemala in general and the extractive and palm oil industries in particular.
October 2, 2015 in Commercial Law, Compliance, Corporate Governance, Corporations, CSR, Current Affairs, Human Rights, International Business, International Law, Litigation, Marcia Narine Weldon | Permalink | Comments (0)
Puchniak and Lan on "Independent Directors"
Last week I ventured a few blocks from Belmont's campus to our neighbor Vanderbilt University Law School for their conference on The Future of International Corporate Governance.
One of the many interesting papers presented was Independent Directors in Singapore: Puzzling Compliance Requiring Explanation by Dan Puchniak and Luh Luh Lan, both of the National University of Singapore.
The entire paper is worth reading, but I want to share three take-aways with our readers.
"[O]nly a handful of jurisdictions [roughly 7%] have ever adopted the American concept of the independent director (i.e., where directors who are independent from management only— but not substantial shareholders—are deemed to be independent)." (pg. 6)
Singapore adopted an American-style definition of "independent director" in 2001, which did not include independence from substantial shareholders. Despite this weaker definition of independence in a jurisdiction with much more concentrated shareholding than the U.S., Singapore enjoyed relative success through "functional substitutes" that limited the private benefits of control. According to the authors, these "functional substitutes" include social relationships in Family Controlled Firms ("FCFs")" and legally imposed limits on the controlling government shareholder in Government Linked Companies ("GLCs").
Despite relative success with the American-style definition of "independent director," Singapore changed its definition "independent director" to require independence from management and 10%+ shareholders in their 2012 Corporate Code (effective at the start of 2015). This change seems prompted, at least in part, by scandals involving S-Chip companies (non-Singapore based companies that are listed on the Singapore Exchange.) The authors suggest that these S-Chip companies do not have the same "functional substitutes" as the FCFs and GLCs.
The article includes a helpful history of Singapore's recent corporate codes, and is a useful article for comparative corporate governance research. I do wonder if the "functional substitutes" explain quite as much as the authors suggest, but I highly recommend the article, especially for those interested in international corporate law.
September 11, 2015 in Business Associations, Corporate Governance, Corporations, Family Business, Haskell Murray, International Business, International Law, Research/Scholarhip | Permalink | Comments (0)
The Conflict over Conflict Minerals and Other Social Governance Disclosures
Today's post will discuss the DC Circuit's recent ruling striking down portions of Dodd-Frank conflict minerals rule on First Amendment grounds for the second time. Judge Randolph, writing for the majority, clearly enjoyed penning this opinion. He quoted Charles Dickens, Arthur Kostler, and George Orwell while finding that the SEC rule requiring companies to declare whether their products are "DRC Conflict Free" fails strict scrutiny analysis. But I won't engage in any constitutional analysis here. I leave that to the fine blogs and articles that have delved into that area of the law. See here, here here, here, here, and more. The NGOs that have vigorously fought for the right of consumers to learn how companies are sourcing their tin, tungsten, tantalum and gold have had understandably strong reactions. One considers the ruling a dangerous precedent on corporate personhood. Global Witness, a well respected NGO, calls it a dangerous and damaging ruling.
Regular readers of this blog know that I filed an amicus brief arguing that the law meant to defund the rebels raping and pillaging in the Democratic Republic of Congo was more likely to harm than help the intended recipients—the Congolese people. I have written probably a dozen blog posts on Dodd-Frank 1502 and won't list them all but for more information see some of my most recent posts here, here, and here. The goal of this name and shame law is to ensure that consumers and investors know which companies are sourcing minerals from mines that are controlled by rebels. The theory is that consumers, armed with disclosures, will pressure companies to make sure that they use only "conflict-free" minerals in their cameras, cell phones, toothpaste, diapers, jewelry and component parts. I assume that the SEC will seek a full re-hearing or some other relief even though Chair May Jo White has said, "seeking to improve safety in mines for workers or to end horrible human rights atrocities in the Democratic Republic of the Congo are compelling objectives, which, as a citizen, I wholeheartedly share … [b]ut, as the Chair of the SEC, I must question, as a policy matter, using the federal securities laws and the SEC's powers of mandatory disclosure to accomplish these goals."
I agree with Chair White even though I applaud the efforts of companies like Apple and Intel to comply with this flawed law. Indeed, the Enough Project, which with others has led the fight for this and other laws, now reports that there are 140 "conflict-free" smelters. But the violence continues as just this week the press reports that the Congolese government announced that it is investigating its own peacekeeprs/soldiers for rape in the neighboring Central African Republic and the UN acknowledged that fighting between armed militias is still a problem and that they are still resisting state authority. News reports indicated two days ago that clinics are closing because of fear of attack by Ugandan rebels. This hits particularly close to me because my connection with DRC and the conflict mineral fight stems from the work that an NGO that I work with has done training doctors and midwives in the heart of the conflict zone there.
I don't know how effective Dodd-Frank will be if the issuers don't have to disclose what the court has called the Scarlet letter of "non DRC-conflict free." But more important, as I argue in my writings, I don't think that consumers' buying habits match what they say when surveyed about ethical sourcing. In my most recent article (which I will post once the editors are done), I point out the following:
A recent survey used to support the new UK Modern Slavery Act indicates that two-thirds of UK consumers would stop buying a product if they found out that slaves were involved in the manufacturing process and that they would be willing to pay up to 10% more for slave-free products…The numbers are similar but slightly lower for those surveyed in the United States. But note, "when asked if they would be willing to pay more for their favourite products if this ensured they were produced without the use of modern slavery: 52% of American consumers said they would pay more to ensure products were produced without modern slavery; 27% were not sure; 21% said they would not pay more." This means that at least 20% and possibly almost half of informed consumers would not likely change their buying habits. (italics added).
I'm probably more informed than most about the situation in the DRC because I have been there and read almost every report, blog post, article, hearing committee transcript and tweet about conflict minerals. I have seen children digging gold out of the ground while armed rebels stood guard. I have met the village chiefs in the conflict zones. I have been detained by the UN peacekeepers who wanted to know what I was researching and then warned me not to visit the mines because of the five dead bodies (which I saw) lying in the road from a rebel attack the night before. I have stayed in monasteries guarded by men with machine guns and been warned that if I left after dark I was just as likely to be raped by a police officer as a rebel. I have met with many women who were gang raped by rebels and members of the Congolese army. I have had dinner with Nobel nominee Dr. Denis Mukwege, who back in 2011 wanted to know why the US wasn't stopping the atrocities. I know the situation is terrible. But it won't change and hasn't changed because of a corporate governance disclosure that most average consumers won't read (even if the SEC had prevailed) and won't necessarily act on if they did read it.
Next week I will post about my personal conflict with disclosures. Should I, who refuses to shop at a certain big box retailer, still shop at Amazon now that an expose has revealed a very harsh workplace? What about Costco and others? Stay tuned.
August 21, 2015 in Corporate Governance, Corporate Personality, Corporations, CSR, Current Affairs, Human Rights, International Business, International Law, Legislation, Marcia Narine Weldon, Nonprofits, Securities Regulation | Permalink | Comments (1)
What Do International Business Lawyers Need to Know About US Corporate Law?
This weekend I will be in Panama filling in at the last minute for the corporate law session for an executive LLM progam. My students are practicing lawyers from Nicaragua, El Salvador, Costa Rica and Paraguay and have a variety of legal backgrounds. My challenge is to fit key corporate topics (other than corporate governance, compliance, M & A, finance, and accounting) into twelve hours over two days for people with different knowledge levels and experiences. The other faculty members hail from law schools here and abroad as well as BigLaw partners from the United States and other countries.
Prior to joining academia I spent several weeks a year training/teaching my internal clients about legal and compliance matters for my corporation. This required an understanding of US and host country concepts. I have also taught in executive MBA programs and I really enjoyed the rich discussion that comes from students with real-world practical experience. I know that I will have that experience again this weekend even though I will probably come back too brain dead to be coherent for my civil procedure and business associations classes on Tuesday.
I have put together a draft list of topics with the help of my co-bloggers and based in part on conversations with some of our LLM and international students who have practiced law elsewhere but who now seek a US degree:
Agency- What are the different kinds of authority and how does that affect liability?
Business forms:
Key issues for entity selection
- ease of formation
- ownership and control
- tax issues
- asset protection/liability to third parties for obligations of the business /piercing the veil of limited liability
- attractiveness to investors
- continuity and transferability
Main types of business forms in the United States
-Sole Proprietorship
-Partnership/General and Limited
- Corporation
- C Corporation
- S Corporation
- Limited Liability Company
Fiduciary Duties/The Business Judgment Rule
Basic Securities Regulation/Key issues for Initial Public Offering/Basic Disclosures (students will examine the filings for an annual report and an IPO)
The Legal System in the United States
-how do companies defend themselves in lawsuits brought in the United States?
-key Clauses to Consider when drafting dispute resolution clauses in cross border contracts
Corporate Social Responsibility- Business and Human Rights
Enterprise Risk Management/What are executives of multinationals worried about?
Yes, this is an ambitious (crazy) list but the goal of the program is to help these experienced lawyers become better business advisors. Throughout the sessions we will have interactive exercises to apply what they have learned (and to keep them awake). So what am I missing? I would love your thoughts on what you think international lawyers need to know about corporate law in the US. Feel free to comment below or to email me at mnarine@stu.edu. Adios!
August 12, 2015 in Business Associations, Comparative Law, Compliance, Corporate Governance, Corporations, CSR, Human Rights, International Business, International Law, Lawyering, Litigation, LLCs, Marcia Narine Weldon, Securities Regulation, Teaching | Permalink | Comments (0)
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Doug on Compelling Dissolution of an At-Will Partnership (?)
Bernard S. Sharfman on Sharfman on Exemptions from the Proxy Rules for Proxy Voting Advice
Thomas Rutledge on Compelling Dissolution of an At-Will Partnership (?)
Paul Rissman on Sharfman on Exemptions from the Proxy Rules for Proxy Voting Advice
Ann Lipton on Compelling Dissolution of an At-Will Partnership (?)
Securities Arbitration on the Ballot
Sharfman on Exemptions from the Proxy Rules for Proxy Voting Advice
New Paper on Fed Governance
Compelling Dissolution of an At-Will Partnership (?)
Question of the Day: SWM - Doctrine, Theory, Policy?
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Price College of Business
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Stefan J. Padfield
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University of Houston Law Center
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Associate Professor of Management and Business Law
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Georgia State University College of Law


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Nisei male. Born 1928 in Honolulu, Hawaii. Incarcerated at Jerome concentration camp, Arkansas. Resettled in Gardena, California. Member of Little Tokyo People's Rights Organization (LTPRO) and National Coalition for Redress/Reparations (NCRR). Mr. Nakano passed away in 2003.
Nisei couple. Both grew up on Bainbridge Island, Washington, and were part of the first group of Japanese Americans to be removed. Incarcerated at Manzanar concentration camp, California, and Minidoka concentration camp, Idaho. Married while still at Minidoka. Returned to Bainbridge Island after the war.


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Iowahawk has a trip through time for one Republican Congressman. Too bad it isn't only one.
Listed below are links to blogs that reference this entry: "Growing" In Office.
Well, one thing that may come of a big Democratic majority is perhaps the Republicans will finally get serious about going after gerrymandering. Now that would be a big step towards real republicanism.
This page contains a single entry by Rand Simberg published on May 17, 2008 1:18 PM.
Authorizing NASA was the previous entry in this blog.
Better Than The Book? is the next entry in this blog.


Skype for Android is getting a few new features with its most recent update.
First up, the app now makes it easier to sign back in after you've logged out by remembering your login details, including your password. You just tap on an arrow button and you're ready to go.
Of course not everyone will be happy with the change. If you hate it, you can go back to the old login process in the Privacy section of the Settings menu.
First introduced on Mac in April, Skype will also be rolling out Web link previews on Android over the next few weeks. These show you a visual summary of links sent right in your chat interface.
The new app version is available to download from the Play Store now.


Is your business ready to risk floatation?
The decision to float your company on the stock market is an important one, possibly the most important one your business will ever have to face, and one that most successful privately-owned companies will need to consider at some stage. Five years after start-up is a common time for companies to start considering floatation, once any teething troubles are ironed out and more capital is required to expand the business.


text:
feature_name: Fetch Response Metadata
chrome_version: 42
feature_id: 6730533392351232
---

Background

This sample shows how the Fetch API response can be examined in more detail.

{% include output_helper.html %}

{% include js_snippet.html filename='fetch-response-metadata-demo.js' %}


text:
STUDIO BRIEFING TV: October 15, 2008
CBS HAS ITS UPS AND DOWNS
Shares of CBS Corp. may be way down in the overall market slump -- they had dropped 4.30 percent at midday trading today (Wednesday) -- but the company's Nielsen ratings have rarely risen higher this year than they did last week. CBS captured four of the top-five programs, including No. 1, CSI: Crime Scene Investigation, which drew 23.5 million, and, for the first time, beat ABC rival Grey's Anatomy among adults 18-49. In fact, CBS, often regarded as the old-folks network, drew more younger viewers than any other network last week. ABC managed to provide some solid competition with Dancing With the Stars and its new sci-fi drama Life on Mars, but NBC continued to trail, failing to place a single show in the top ten. (It's highest-rated program was Sunday Night Football, which came in at No. 13.) For the week, CBS averaged a 6.9 rating and an 11 share. ABC placed second with a 6.3/10. Fox placed third with a 5.0/8, while NBC trailed with a 4.4/7.
The top ten shows of the week according to Nielsen Research:
1. CSI: Crime Scene Investigation, CBS, 13.9/21; 2. Dancing With the Stars (Monday), ABC, 12.0/18; 3. Criminal Minds, CBS, 10.2/16; 4. CSI: NY, CBS, 10.1/17; 4. NCIS, CBS, 10.1/15; 6. Dancing With the Stars (Tuesday), ABC, 10.0/15; 7. Desperate Housewives, ABC, 9.8/15; 7. Grey's Anatomy, ABC, 9.8/15; 9. CSI: Miami, CBS, 9.2/15; 10. The OT, Fox, 9.0/15.
DEBATE PUTS FOX NEWS ON TOP OF CABLE RATINGS
Thanks to its coverage of the second presidential debate between Barack Obama and John McCain, Fox News Channel became the most-watched network on cable last week, boasting an average primetime audience of 3.44 million viewers for the week, according to Nielsen Media Research. Some 8.77 million viewers watched the channel's debate coverage, with 7.05 million staying tuned for a special edition of Greta Van Sustern's On the Record, which followed. FNC also scored strongly among adults 25-54, coming in fourth among that demographic group. TBS was the second most-watched network during the week, thanks to its coverage of the baseball playoffs. It averaged 3.33 million total viewers for the week. However it ranked first in the key demographic groups, 18-34, 18-49, and 25-54.
HEROIC PERFORMANCE BY HEROES -- ON PIRATE SITES
NBC's Heroes may have hit a season low for the second week in a row last week, but it was the most downloaded show on BitTorrent sites, according to TorrentFreak.com, which says that its data are collected "from a representative sample of BitTorrent sites." According to the data, the second most-downloaded show was Fox's Prison Break, which has also seen a significant audience downturn this season. Each show was downloaded more than a million times, mostly from outside the U.S., TorrentFreak said. Coming in third was Showtime's Dexter, followed by Fox's Terminator: The Sarah Connor Chronicles, whose ratings have been so low this season that several analysts have predicted imminent cancellation. Rounding out the top five was ABC's hit drama Grey's Anatomy.
POLITICAL ADS GIVE TV STATIONS A BAILOUT
Softening the blow of advertising cutbacks by local businesses on TV stations throughout the country, political ad buying reached a new intensity last week -- particularly purchases by the Barack Obama presidential campaign on local TV. According to Politico.com, which cited figures by Nielsen Media Research, the Obama campaign has spent about $195 million on ads since the primaries versus $99 million by John McCain's campaign. The Obama campaign is funded by individual contributions; McCain's, principally by the $85-million allotment from the Presidential Campaign Financing Fund. Evan Tracey, COO of Campaign Media Analysis Group, told Politico.com that Obama is currently spending $3.5 million a day on TV ads. "If he does that through Election Day, it will be more than McCain got from the government for his entire general election campaign." Added Politico.com: "Republicans are using every wrinkle and loophole in -- ironically -- the McCain-Feingold campaign finance law to try to keep pace."
RATHER SAYS DEBATES ARE NOT DEBATES
Former CBS Evening News anchor Dan Rather insisted Tuesday that the "so-called" presidential debates are not controlled by the journalists presiding over them but by the two political parties. He accused his colleagues of showing too much deference to the candidates and operating in general in a "defensive posture" and imposing self-censorship on themselves. "These so-called debates are not for the people, by the people," Rather said Tuesday at Time Warner's Politics 2008 Summit. "They are for the parties, by the parties. That's what's wrong with them."
FCC MEMBER PREDICTS "MESSY" TRANSITION TO DIGITAL
FCC Commissioner Robert McDowell predicted Tuesday that the switch from analog to digital TV on February 17 "will be messy .. but we will get through it." In an interview with Reuters, McDowell urged TV stations to step up their informational campaigns to alert owners of analog TV sets who receive programming over the air that their sets will go dark next February unless they purchase a converter box. Not mentioned in any of the discussion is that owners of battery-operated portable TV sets, who depend on them in case of emergencies, such as floods, fires and earthquakes, will see those devices become useless -- since no battery-run converter boxes have been manufactured.


When you create a new provisioned table in DynamoDB, you must specify its provisioned throughput capacity—the amount of read and write activity that the table will be able to support. DynamoDB uses this information to reserve sufficient system resources to meet your throughput requirements.
You can create an on-demand mode table instead so that you don't have to manage any capacity settings for servers, storage, or throughput. DynamoDB instantly accommodates your workloads as they ramp up or down to any previously reached traffic level. If a workload's traffic level hits a new peak, DynamoDB adapts rapidly to accommodate the workload. For more information, see On-Demand Mode.
You can optionally allow DynamoDB auto scaling to manage your table's throughput capacity. However, you still must provide initial settings for read and write capacity when you create the table. DynamoDB auto scaling uses these initial settings as a starting point, and then adjusts them dynamically in response to your application's requirements. For more information, see Managing Throughput Capacity Automatically with DynamoDB Auto Scaling.
As your application data and access requirements change, you might need to adjust your table's throughput settings. If you're using DynamoDB auto scaling, the throughput settings are automatically adjusted in response to actual workloads. You can also use the UpdateTable operation to manually adjust your table's throughput capacity. You might decide to do this if you need to bulk-load data from an existing data store into your new DynamoDB table. You could create the table with a large write throughput setting and then reduce this setting after the bulk data load is complete.
You specify throughput requirements in terms of capacity units—the amount of data your application needs to read or write per second. You can modify these settings later, if needed, or enable DynamoDB auto scaling to modify them automatically.
A read capacity unit represents one strongly consistent read per second, or two eventually consistent reads per second, for an item up to 4 KB in size.
For example, suppose that you create a table with 10 provisioned read capacity units. This allows you to perform 10 strongly consistent reads per second, or 20 eventually consistent reads per second, for items up to 4 KB.
Reading an item larger than 4 KB consumes more read capacity units. For example, a strongly consistent read of an item that is 8 KB (4 KB × 2) consumes 2 read capacity units. An eventually consistent read on that same item consumes only 1 read capacity unit.
Item sizes for reads are rounded up to the next 4 KB multiple. For example, reading a 3,500-byte item consumes the same throughput as reading a 4 KB item.
GetItem—Reads a single item from a table. To determine the number of capacity units GetItem will consume, take the item size and round it up to the next 4 KB boundary. If you specified a strongly consistent read, this is the number of capacity units required. For an eventually consistent read (the default), divide this number by two.
For example, if you read an item that is 3.5 KB, DynamoDB rounds the item size to 4 KB. If you read an item of 10 KB, DynamoDB rounds the item size to 12 KB.
BatchGetItem—Reads up to 100 items, from one or more tables. DynamoDB processes each item in the batch as an individual GetItem request, so DynamoDB first rounds up the size of each item to the next 4 KB boundary, and then calculates the total size. The result is not necessarily the same as the total size of all the items. For example, if BatchGetItem reads a 1.5 KB item and a 6.5 KB item, DynamoDB calculates the size as 12 KB (4 KB + 8 KB), not 8 KB (1.5 KB + 6.5 KB).
Query—Reads multiple items that have the same partition key value. All of the items returned are treated as a single read operation, where DynamoDB computes the total size of all items and then rounds up to the next 4 KB boundary. For example, suppose your query returns 10 items whose combined size is 40.8 KB. DynamoDB rounds the item size for the operation to 44 KB. If a query returns 1500 items of 64 bytes each, the cumulative size is 96 KB.
Scan—Reads all of the items in a table. DynamoDB considers the size of the items that are evaluated, not the size of the items returned by the scan.
If you perform a read operation on an item that does not exist, DynamoDB still consumes provisioned read throughput: A strongly consistent read request consumes one read capacity unit, while an eventually consistent read request consumes 0.5 of a read capacity unit.
For any operation that returns items, you can request a subset of attributes to retrieve; however, doing so has no impact on the item size calculations. In addition, Query and Scan can return item counts instead of attribute values. Getting the count of items uses the same quantity of read capacity units and is subject to the same item size calculations. This is because DynamoDB has to read each item in order to increment the count.
The preceding calculations assume strongly consistent read requests. For an eventually consistent read request, the operation consumes only half the capacity units. For an eventually consistent read, if the total item size is 80 KB, the operation consumes only 10 capacity units.
A write capacity unit represents one write per second, for an item up to 1 KB in size.
For example, suppose that you create a table with 10 write capacity units. This allows you to perform 10 writes per second, for items up to 1 KB in size per second.
Item sizes for writes are rounded up to the next 1 KB multiple. For example, writing a 500-byte item consumes the same throughput as writing a 1 KB item.
PutItem—Writes a single item to a table. If an item with the same primary key exists in the table, the operation replaces the item. For calculating provisioned throughput consumption, the item size that matters is the larger of the two.
UpdateItem—Modifies a single item in the table. DynamoDB considers the size of the item as it appears before and after the update. The provisioned throughput consumed reflects the larger of these item sizes. Even if you update just a subset of the item's attributes, UpdateItem will still consume the full amount of provisioned throughput (the larger of the "before" and "after" item sizes).
DeleteItem—Removes a single item from a table. The provisioned throughput consumption is based on the size of the deleted item.
BatchWriteItem—Writes up to 25 items to one or more tables. DynamoDB processes each item in the batch as an individual PutItem or DeleteItem request (updates are not supported). So DynamoDB first rounds up the size of each item to the next 1 KB boundary, and then calculates the total size. The result is not necessarily the same as the total size of all the items. For example, if BatchWriteItem writes a 500 byte item and a 3.5 KB item, DynamoDB calculates the size as 5 KB (1 KB + 4 KB), not 4 KB (500 bytes + 3.5 KB).
For PutItem, UpdateItem, and DeleteItem operations, DynamoDB rounds the item size up to the next 1 KB. For example, if you put or delete an item of 1.6 KB, DynamoDB rounds the item size up to 2 KB.
For a new item, DynamoDB consumes one write capacity unit.
If your application performs reads or writes at a higher rate than your table can support, DynamoDB will begin to throttle those requests. When DynamoDB throttles a read or write, it returns a ProvisionedThroughputExceededException to the caller. The application can then take appropriate action, such as waiting for a short interval before retrying the request.
We recommend that you use the AWS SDKs for software development. The AWS SDKs provide built-in support for retrying throttled requests; you do not need to write this logic yourself. For more information, see Error Retries and Exponential Backoff.
The DynamoDB console displays Amazon CloudWatch metrics for your tables, so you can monitor throttled read requests and write requests. If you encounter excessive throttling, you should consider increasing your table's provisioned throughput settings.
In some cases, DynamoDB uses burst capacity to accommodate reads or writes in excess of your table's throughput settings. With burst capacity, unexpected read or write requests can succeed where they otherwise would be throttled. For more information, see Using Burst Capacity Effectively.
DynamoDB automatically distributes your data across partitions, which are stored on multiple servers in the AWS Cloud (For more information, see Partitions and Data Distribution). It's not always possible to distribute read and write activity evenly all the time. When data access is imbalanced, a "hot" partition can receive such a higher volume of read and write traffic compared to other partitions. Adaptive capacity works by automatically increasing throughput capacity for partitions that receive more traffic. For more information, see Understanding DynamoDB Adaptive Capacity.
Item sizes. Some items are small enough that they can be read or written using a single capacity unit. Larger items require multiple capacity units. By estimating the sizes of the items that will be in your table, you can specify accurate settings for your table's provisioned throughput.
Expected read and write request rates. In addition to item size, you should estimate the number of reads and writes you need to perform per second.
For recommendations on provisioned throughput and related topics, see Best Practices for Designing and Using Partition Keys Effectively.
If you have enabled DynamoDB auto scaling for a table, then its throughput capacity is dynamically adjusted in response to actual usage. No manual intervention is required.
You can modify your table's provisioned throughput settings using the AWS Management Console or the UpdateTable operation. For more information about throughput increases and decreases per day, see Limits in DynamoDB.


A real treat for your sweet tooth tonight. An award-winning recipe, perfect for the holidays or anytime! Time to grab a Bite with Belkys.
– Start with condensed milk. Pour into a bowl and add evaporated milk and egg yolks. Stir well. Add sugar and stir again. Now, stir in vanilla and set aside.
– Next, put a pan of sugar over medium high heat and let it caramelize. Watch carefully so it doesn't burn, or it will turn bitter. Stir with a metal spoon. It takes about 10 minutes for chunks to melt. When the sugar is melted, carefully add water and keep stirring. The mix will harden. Boil the mix for several more minutes until it reduces to a caramel liquid.
– Place custard cups in a pan and pour the caramel liquid into the bottom of the cups, about a quarter of an inch. Now, gently pour the custard mix on top of the caramel. Pour water into the pan, about an inch deep to help it bake evenly. Cover the pan with foil and bake in the oven at 350 degrees for 45 minutes.
Chef Derek runs a knife along the inside of each cup and carefully turns them upside down. The caramel should pour down the sides. Top the flan with whipped cream, and it's ready to enjoy!