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In state courts across the Nation, an absolutist conception of the First Amendment is preempting common law speech torts. From intentional infliction of emotional distress and intrusion upon seclusion, to intentional interference with contractual relations and negligent infliction of emotional distress, state courts are dismissing speech tort claims on the pleadings because of the broad First Amendment defense recognized by Snyder v. Phelps in 2011. This Article argues, contrary to the scholarly consensus, that Snyder was a categorical departure from the methodology adopted by New York Times Co. v. Sullivan, the landmark 1964 case that first applied the First Amendment against state common law. Sullivan, on the one hand, was a classical common law decision, taking the internal point of view with respect to state common law. Snyder, on the other, was only concerned with the existence of protected speech, an issue for which state common law was irrelevant. This Article contends that Snyder's absolutism has negative systemic consequences for judicial federalism: courts are unnecessarily prevented from judging certain conduct right or wrong under the local standards of state tort law, even if the First Amendment ultimately immunizes a defendant from liability. Sullivan's methodology is better than Snyder's because it embraced cooperative judicial federalism. Sullivan has underwritten fifty years of productive state-federal judicial dialogue; in just seven years, Snyder has censored every significant opportunity for cross-systemic judicial conversation. [ABSTRACT FROM AUTHOR]

Federal courts sitting in diversity cannot agree on whether state or federal law governs the award of a preliminary injunction. The conditions for the exercise of a federal diversity court's extraordinary remedial power are anybody's guess. The immediate cause of the confusion is Justice Frankfurter's cryptic opinion in Guaranty Trust Co. v. York, which aggressively enforced Erie and, at the same time, preserved the so-called "equitable remedial rights" doctrine. There are, however, much broader and deeper causes that explain why the equitable remedial rights doctrine is almost incomprehensible today. This Article argues that the early history of equity in the federal courts is a distinctive and untold story about equity's interaction with judicial federalism. Conventionally, this is a tale of two equities: homogeneous equity, where federal courts apply uniform nonstate equity, and heterogeneous equity, where federal courts apply state equity. This Article demonstrates that homogeneous federal equity commenced in 1809, about a decade earlier than previously thought, and that there is a deep and unappreciated tension at the center of heterogeneous federal equity. The primary contribution of this Article is to recover a third federal equitable tradition, a middle ground between the extremes of homogeneity and heterogeneity. This third conception of federal equity--the facilitative conception--is revealed by a close reading of federal equity cases before 1809, a period to which equity scholars have paid scant attention. The facilitative conception originated in the earliest years of the Republic, was sensitive to the legitimate interests and activities of the states, and contributed to the construction of the early United States. Using a key supplied by the facilitative conception of federal equity, this Article proposes a system of shifting presumptions to systematize and structure the equitable remedial rights doctrine. [ABSTRACT FROM AUTHOR]

The call for benefit-cost analysis (BCA) in financial regulation misunderstands the origins and utility of BCA as a guide to administrative rule making. Benefit-cost analysis imagines an omniscient social planner who can calculate costs and benefits from a natural system that generates prices (costs and benefits) that do not change (or change much) no matter what the central planner does. For example, the toxicity of chemicals, the health hazards of emissions, the statistical value of life--these do not change in response to health-and-safety regulation. For the financial sector, however, the system that generates costs and benefits is constructed by financial regulation itself and the subsequent processes of adaptation and regulatory arbitrage. An important new rule will change the system beyond our calculative powers. Instead of weighing costs and benefits, financial regulation necessarily is based on a series of trade-offs of normatively derived values, which may entail principles of pragmatic design. [ABSTRACT FROM AUTHOR]

The article focuses on 18 reported cases in which courts have interpreted ensuing loss provisions since the beginning of the current decade in the U.S. Topics discussed include courts' basic approaches to analyze whether losses fall within the ensuing loss exception to exclusions; use of the phrase "separate and independent" does not appear in the text of the exclusion; and cases where the property damage at issue falls squarely within the scope of the exclusion.

The article focuses e-proxy and its significant role on corporate governance. It relates on a current debate over shareholder's access to the issuer's proxy statement for the overstatement of the issue on making director nominations. It also several related information that need to be examined, including a brief account on shareholder's access to the issuer's proxy statement and on the proxy rules that needs to be focused. In the end, it recommends that the institutional investors and other shareholder activists should be working more through the mechanics of waging short slate proxy competition by using e-proxy solicitations.

Between 1950 and 2005, the composition of large public company boards dramatically shifted towards independent directors, from approximately 20% independents to 75% independents. The standards for independence also became increasingly rigorous over the period. The available empirical evidence provides no convincing explanation for this change. This Article explains the trend in terms of two interrelated developments in U.S. political economy: first, the shift to shareholder value as the primary corporate objective; second, the greater informativeness of stock market prices. The overriding effect is to commit the firm to a shareholder wealth maximizing strategy as best measured by stock price performance. In this environment, independent directors are more valuable than insiders. They are less committed to management and its vision. Instead, they look to outside performance signals and are less captured by the internal perspective, which, as stock prices become more informative, becomes less valuable. More controversially, independent directors may supply a useful friction in the operation of control markets. Independent directors can also be more readily mobilized by legal standards to help provide the public goods of more accurate disclosure (which improves stock price informativeness) and better compliance with law. In the United States, independent directors have become a complementary institution to an economy of firms directed to maximize shareholder value. Thus, the rise of independent directors and the associated corporate governance paradigm should be evaluated in terms of this overall conception of how to maximize social welfare. [ABSTRACT FROM AUTHOR]

Many Canadian and American academics teach about Aboriginal peoples within their own countries. However, students are left with an inaccurate and incomplete understanding if they learn only about Aboriginal peoples in the United States without including overlapping cultures in Canada and vice versa. Differences and similarities between Canadian and U.S. relationships with Aboriginal peoples need delineation. The retirement of a faculty member who taught Geography 337: American Indian led to a major course restructuring. Issues of geography, terminology. semantics, perceptions, politics, and pedagogy all factored into a shift to incorporate Canadian content. The resulting course transformation included a name change to Aboriginal Peoples of the United States and Canada, a revised course description, and corresponding revisions to course content and approach. These necessary modifications were instituted to reflect a more accurate northern North American reality. [ABSTRACT FROM AUTHOR]

The article presents several abstracts of articles published in the November 2005 issue of the "Journal of Applied Corporate Finance," including "Pay Without Performance: Overview of the Issues," by Lucian Bebchuk and Jesse Fried, "A Remedy for the Executive Pay Problem: The Case for Compensation Discussion and Analysis," by Jeffrey Gordon, "Developments in Renumeration Policy," by Alastair Ross Goobey, "Is U.S. CEO Compensation Broken?," by John Core, Wayne Guay, and Randall Thomas, and "Top Management Incentives and Corporate Performance," by Stephen O'Byrne and David Young.

The article focuses on key issues relevant to executive compensation in the United States. Issues arise over whether compensation results primarily from competitive pressures in the market for managerial services or from managerial overreaching. Professors Lucian Bebchuk and Jesse Fried proposed an argument in their book "Pay Without Performance: The Unfulfilled Promise of Executive Compensation," stressing that current compensation levels are best explained by managerial rent-seeking, not by arm's-length bargaining designed to create the optimum pay and performance nexus.

Discusses the problems raised by the accounting scandal at Enron Corp., a Houston, Texas-based energy trading and distribution company. Background on the case; Implications for the efficient market hypothesis; Impact on corporate governance mechanism; Effect of using stock options in executive compensation; Discussion on stock-based employee compensation and retirement planning.

Professor Gordon argues that the Securities and Exchange Commission (SEC) should adopt a rule enabling the New York Stock Exchange (NYSE) to maintain its traditional rule forbidding NYSE firms from recapitalizing with dual class common stock. After critically evaluating the purported justifications for dual class recapitalizations, Professor Gordon presents empirical data to demonstrate that such recapitalizations may have a negative impact on shareholder wealth. He then describes the collective action and strategic choice problems in shareholder voting that allow managers to win approval for such wealth-reducing recapitalizations. The traditional NYSE rule is a means by which shareholders and managers have bonded a promise to avoid such recapitalizations, in which managers can exploit defects in shareholder voting, Such a "bonded non-renegotiation right" lowers the cost of capital to theft(re. Today the NYSE can sustain this bond only with SEC intervention. Professor Gordon thus considers possible regulator), responses to the dual class recapitalization problem and concludes that the proposed SEC rule to permit dual class recapitalization in some circumstances should be modified to bar the American Stock Exchange and the National Association of Securities Dealers from listing the stock of firms delisted by the NYSE for violating its single class common rule or firms that undertake a dual class recapitalization after switching their listing from the NYSE. This approach will preserve the NYSE's ability to bond a firm's promise not to renegotiate its capital structure while enhancing the flexibility of the three exchanges' different rules regarding dual class common stock, [ABSTRACT FROM AUTHOR]

The author discusses status and outlook for the medical profession in the U.S. Topics explored include the contribution of technological advancements to medical care despite high costs, factors which hinder improvement in patients' quality of life such as access to healthcare services and insurance, and the need for physicians and healthcare providers to address the growing commercialization of medicine.

The article presents a speech from Jeffrey A. Gordon, president of the Connecticut State Medical Society, delivered at 224th annual gathering of the Connecticut State Medical Society. Gordon discusses topics including the diversity of the society membership and its services, its purpose and common goals, and its position on the principles of medical care and its political aspects.

The article focuses on field of compliance and the role of corporate boards in supervising compliance. It mentions Federal Sentencing Guidelines for organizations provide a discount for convicted firms that have in place an "effective" compliance program. It also mentions Department of Justice (DOJ) has provided detailed guidance on compliance in this context and fiduciary duty case law and guidance from prosecutors and regulators.

The family Polyomaviridae is comprised of circular double-stranded DNA viruses, several of which are associated with diseases, including cancer, in immunocompromised patients. Here we describe a novel polyomavirus recovered from the fecal microbiota of a child in Malawi, provisionally named STL polyomavirus (STLPyV). We detected STLPyV in clinical stool specimens from USA and The Gambia at up to 1% frequency. Complete genome comparisons of two STLPyV strains demonstrated 5.2% nucleotide divergence. Alternative splicing of the STLPyV early region yielded a unique form of T antigen, which we named 229T, in addition to the expected large and small T antigens. STLPyV has a mosaic genome and shares an ancestral recombinant origin with MWPyV. The discovery of STLPyV highlights a novel alternative splicing strategy and advances our understanding of the complex evolutionary history of polyomaviruses., (Copyright © 2012 Elsevier Inc. All rights reserved.)

We have discovered a novel polyomavirus present in multiple human stool samples. The virus was initially identified by shotgun pyrosequencing of DNA purified from virus-like particles isolated from a stool sample collected from a healthy child from Malawi. We subsequently sequenced the virus' 4,927-bp genome, which has been provisionally named MW polyomavirus (MWPyV). The virus has genomic features characteristic of the family Polyomaviridae but is highly divergent from other members of this family. It is predicted to encode the large T antigen and small T antigen early proteins and the VP1, VP2, and VP3 structural proteins. A real-time PCR assay was designed and used to screen 514 stool samples from children with diarrhea in St. Louis, MO; 12 specimens were positive for MWPyV. Comparison of the whole-genome sequences of the index Malawi case and one St. Louis case demonstrated that the two strains of MWPyV varied by 5.3% at the nucleotide level. The number of polyomaviruses found in the human body continues to grow, raising the question of how many more species have yet to be identified and what roles they play in humans with and without manifest disease.

Gut microbial communities represent one source of human genetic and metabolic diversity. To examine how gut microbiomes differ among human populations, here we characterize bacterial species in fecal samples from 531 individuals, plus the gene content of 110 of them. The cohort encompassed healthy children and adults from the Amazonas of Venezuela, rural Malawi and US metropolitan areas and included mono- and dizygotic twins. Shared features of the functional maturation of the gut microbiome were identified during the first three years of life in all three populations, including age-associated changes in the genes involved in vitamin biosynthesis and metabolism. Pronounced differences in bacterial assemblages and functional gene repertoires were noted between US residents and those in the other two countries. These distinctive features are evident in early infancy as well as adulthood. Our findings underscore the need to consider the microbiome when evaluating human development, nutritional needs, physiological variations and the impact of westernization.