What’s the Difference? Market vs State Alignment in the Professional Consequences of Diversity

Sustainable Development and the Need for Sustainable Oriented Corporate Law and Regulation

The application of home automation in “smart homes” has been successful from a technological point of view. In practice, however, few projects seem able to survive after the initial financing period has ended, failing to establish a positive business case. This chapter addresses why the positive business case for smart homes is hard to establish. Insight into business cases of smart homes is provided, helping to formulate what could be done to help realize more benefits, thus improving the business case. Before doing so, a definition of a business case is presented. The approach chosen will first focus on the three key effects that interventions in smart homes are likely to have on an aging population that is in need of some form of care. Secondly, it demonstrates how interventions can be observed and reformulated in a societal business case by using two case studies. Finally, the implications on how to successfully launch the business case for smart homes are provided. The chapter is based on relevant literature and practical experiences from working with healthcare providers and SMEs, trying to build positive business cases for smart homes for older adults. © Springer International Publishing Switzerland 2017.

This chapter provides a history of sex- and race-based exclusion in corporate governance, an overview of the corporate governance mechanisms that facilitate exclusion, a summary of reform efforts, and an exploration of the theories and justifications for ending exclusion in corporate leadership. It describes the extensive literature analyzing the “business case” for diverse board composition and compares outcomes from jurisdictions employing board gender quotas with those relying on disclosure mandates. It concludes by discussing challenges to reform in the US, including recent impairments to women’s rights and the legal and political backlash to inclusive strategies. The chapter reveals the deep interconnection between corporate governance and politics and the urgent need for sustained efforts to dismantle exclusionary practices.

For many law students the study of corporate law presents several challenges. In addition to mastering the complexities of corporate legislation and case law, corporate law subjects provide many students with their first detailed introduction to business terminology and processes. For many students without previous backgrounds or studies in business, understanding such concepts can prove challenging. This article discusses the development of a business case study that was incorporated into the teaching of corporate law at the University of Technology Sydney from 2016. Drawing upon the extensive literature on strategies for teaching law to business students, the article explains how the business case study was pitched to progressively develop students’ understanding of business concepts covered in corporate law. A series of voluntary online surveys were used to evaluate students’ perceptions of the usefulness of the business case study in developing their understanding of business terminology and processes, with the overall feedback being highly positive. In light of the findings from this evaluation project, the article concludes by suggesting some strategies for corporate law teachers to consider in order to help students develop their understanding of business concepts.

Corporations operate in numerous markets -- product markets, labor markets, capital markets. This chapter focuses on the market that is the prerequisite for firms’ successful operation in all other markets, as it is the market that frames their organizational structure and governance: the market for corporate law. In the United States, two features of the legal landscape have informed such a conceptualization of corporate law as a product: (1) corporate law is the domain of the states rather than the national government; and (2) under the internal affairs doctrine, the state whose corporate law governs a firm is the state of its statutory domicile. This arrangement provides firms with a choice, they can select their governing law from among the states regardless of their physical location, hence the notion that states offer a product that corporations purchase, by means of incorporation fees (referred to as franchise taxes). For the past century, remarkably, one small state, Delaware, has been the market leader, serving as the domicile for the overwhelming majority of U.S. corporations. The debate over the market for corporate law has focused, in large part, on whether the phenomenon of Delaware’s dominance is for the better.The first part of the chapter analyzes the dynamics of the U.S. market for corporate law, which can best be characterized as states competing for corporate charters, along with data pertinent to the question of whom this market organization benefits -- managers or shareholders -- and explanations why Delaware has had a persistent and commanding position. The focus is on the market for public corporations, given their relative importance to the economy, the more extensive literature, and space limitations for this chapter. The second part of the chapter turns to explain Delaware’s persistence as the preeminent incorporation state. This is a distinctive feature of U.S. corporate law. There are other federal systems of corporate law, but a similar “Delaware” phenomenon does not exist. The chapter concludes with a summary and suggestions for future research.

Corporate law understands what constitutional law does not. Minority status matters to law. Where today's constitutional jurisprudence of equal protection aspires to colorblindness, corporate law places concerns at the heart of its endeavor. The minorities of corporate law are shareholders - investors holding small, noncontrolling interests in the corporation. By contrasting corporate and constitutional law, I begin to conceptualize minority status as a legal fact. I begin by rereading the corporate canon. I show that body's concern not just for wealth maximization, but also its distribution. I reveal corporate law's deep commitment to protecting shareholders, operationalized through an elaborate common law and statutory framework. I then apply corporate law's theory of minorities to three hot button debates in the constitutional law realm: affirmative action (recently addressed by the Supreme Court in Grutter and Gratz), California's Racial Privacy Initiative (put to vote in 2003), and the demographic shift to a majority polity (already reality in California).

As Australia's population ages, increasing numbers of seniors move to a growing number of retirement villages. Unlike time shares, which are ‘managed investment schemes’ and therefore regulated as ‘financial products’ under corporate law administered nationally by the Australian Securities and Investments Commission (ASIC), the Commonwealth withdrew from the regulation of retirement villages in the 1980s on the basis that at that time they were local, usually run by religious bodies and charities and were not of national concern. The regulation of retirement villages was taken over by the states and territories under their non-uniform Retirement Villages Acts and the common law. Until then retirement villages, often indistinguishable from Commonwealth regulated timeshares, were regulated in the original State and Territory Uniform Companies Acts in 1961 as ‘interests’, and then in later Commonwealth legislation as ‘prescribed interests’ by the forebear of ASIC, the then National Companies and Securities Commission (NCSC) with the State and Territory Corporate Affairs Commissions as its ‘delegates’. Today retirement villages, which are largely owned and managed by the corporate sector, raise many issues of national concern such as accountability, fees and the rights of residents. Some aspects of retirement villages such as directors’ duties, fundraising, prospectuses and unregistered schemes are regulated as corporations by ASIC under the Corporations Act 2001 (Cth), but retirement villages are not regulated as ‘financial products’ under corporate law.This article challenges the effectiveness of state and territory regulation of retirement villages and calls for federal regulation of retirement villages by bringing retirement villages into the definition of ‘financial product’ in the Corporations Act 2001 (Cth) and in the Australian Securities and Investments Commission Act 2001 (Cth). As financial products, retirement villages would then be regulated by Commonwealth legislation which deals with financial services and financial markets, as regulated by ASIC. These laws include consumer protection provisions such as the prohibition of misleading or deceptive conduct, unfair contract terms, unconscionable conduct, licensing and high standards for those in the retirement village industry. This would result in a return to Commonwealth leadership of the regulation of retirement villages to harmonise and to consolidate the current mix of state and territory regulation with federal legislation including an enforceable Retirement Villages Code of Conduct.

As Australia’s population ages, increasing numbers of seniors move to a growing number of retirement villages. Unlike time shares, which are ‘managed investment schemes’ and therefore regulated as ‘financial products’ under corporate law administered nationally by the Australian Securities and Investments Commission (ASIC), the Commonwealth withdrew from the regulation of retirement villages in the 1980s on the basis that at that time they were local, usually run by religious bodies and charities and were not of national concern. The regulation of retirement villages was taken over by the States and Territories under their non-uniform Retirement Villages Acts and the common law. Until then retirement villages, often indistinguishable from Commonwealth regulated timeshares, were regulated in the original State and Territory Uniform Companies Acts in 1961 as ‘interests’, and then in later Commonwealth legislation as ‘prescribed interests’ by the forebear of ASIC, the then National Companies and Securities Commission (NCSC) with the State and Territory Corporate Affairs Commissions as its ‘delegates’. Today retirement villages, which are largely owned and managed by the corporate sector, raise many issues of national concern such as accountability, fees and the rights of residents. Some aspects of retirement villages such as directors’ duties, fundraising, prospectuses and unregistered schemes are regulated as corporations by ASIC under the Corporations Act 2001 (Cth), but retirement villages are not regulated as ‘financial products’ under corporate law. This article challenges the effectiveness of State and Territory regulation of retirement villages and calls for federal regulation of retirement villages by bringing retirement villages into the definition of ‘financial product’ in the Corporations Act 2001 (Cth) and in the Australian Securities and Investments Commission Act 2001 (Cth). As financial products, retirement villages would then be regulated by Commonwealth legislation which deals with financial services and financial markets, as regulated by ASIC. These laws include consumer protection provisions such as the prohibition of misleading or deceptive conduct, unfair contract terms, unconscionable conduct, licensing and high standards for those in the retirement village industry. This would result in a return to Commonwealth leadership of the regulation of retirement villages to harmonise and to consolidate the current mix of State and Territory regulation with federal legislation including an enforceable Retirement Villages Code of Conduct.

Economic development of society is inevitably connected to transitions of economy from one status in another. In the course of transition economic systems unite lines of the previous and new business cases. Such conversions wear both local, and universal character. One and all changes in any economic system lead to change of its structure. Development of economic systems is followed not only by absolute quantitative changes of the indices describing them, but also their relative changes relatively each other. As a result of it in system structural shifts are created. In the modern conditions of high dynamism of conditions of managing the role э controls of structural conversions of economic systems taking into account risk factor raises. The main complexity is that today there was no reliable single system for determination and preventing of risk situations because each type of activity has unique specifics and respectively requires individual approach. In each area the study of risk is based on an object of research of this branch of science and leans both on the general, and on specific approaches and methods. The purpose of operation was detection of an entity of structural shifts in the industry and methods of purposeful impact on them. For its achievement a row of research tasks is solved: the concept of structural changes in the industry is entered; it is shown that priority structural conversion of the modern Russian industry is reindustrialization; classification of structural shifts is offered and the concept "progressive structural shift" is created; the analysis of structural changes in the Russian industry and tendencies of their development is carried out; the mechanism of influence of risks on the pursued structural industrial policy is revealed; sentences on neutralization of risks by creation of standby system are developed. In a research theoretical and empirical methods, in a particular are used: review of literature, logical and systems analysis, methods of collection of empirical data, descriptions and processings of results of a research. As a result of the conducted research recommendations about increase in efficiency of the industrial policy realized in Russia taking into account experience of the People's Republic of China are formulated.

Objectives The purpose of this study is to analyze the change trends in the educational contents of low birth rate and population aging in Middle School textbooks of social studies with the revision of subject curriculum.
 Methods First, quantitative changes of educational contents such as the number of units, activities, and pages dealing with the contents of low birth rate and population aging were analyzed, and second, qualitative changes of educational contents regarding low birth rate and population aging were analyzed.
 Results First, as the curriculum was revised repeatedly, the number of units, activities, and pages dealing with the educational contents of low birth rate and population aging increased significantly. Second, the educational content of low birth rate and population aging has changed from the presentation of fragmentary backgrounds, causes, or abstract countermeasures to the presentation of systematic explanations including various causes and economic, social and cultural measures.
 Conclusions it is still problematic whether educational contents of low birth rate and population aging account for an appropriate portion of the entire textbook, and it needs to be studied further whether all the relevant causes and solutions are sufficiently dealt with in the school textbooks.

Academic health centers (AHCs) in the United States have had a leading role in educating the medical workforce, generating new biomedical knowledge, and providing tertiary and quaternary clinical care. Yet the health status of the U.S. population lags behind almost every other developed world economy. One reason is that the health care system is not organized optimally to address the major driver of health status, the social determinants of health (SDOH). The United States' overall poor health status is a reflection of dramatic disparities in health that exist between communities and population groups, and these are associated with variations in the underlying SDOH. Improving health status in the United States thus requires a fundamental reengineering of the health delivery system to address SDOH more explicitly and systematically. AHCs' tripartite mission, which has served so well in the past, is no longer sufficient to position AHCs to lead and resolve the intractable drivers of poor health status, such as unfair and unjust health disparities, health inequities, or differences in a population's SDOH.AHCs enjoy broad public support and have an opportunity-and an obligation-to lead in improving the nation's health. This Perspective proposes a new framework for AHCs to expand on their traditional tripartite mission of education, research, and clinical care to include explicitly a fourth mission of social accountability. Through this fourth mission, comprehensive community engagement can be undertaken, addressing SDOH and measuring the health impact of interventions by using a deliberate structure and process, yielding defined outcomes.

Board diversity has been a hot topic for several years. However, it is only in recent years that pertinent questions have been asked about what is actually meant by board diversity and what would constitute a board with an ideal diversity. In the past the debate on board diversity has always been dominated by the lack, or very low numbers, of females on boards. This has been a fact in most countries with sophisticated corporate law and corporate governance systems in place. The issue of female representation on boards still dominates the board diversity debate, but other forms of diversity, including age, cultural, nationality and race have also become part of the debate. The quest is to find answers to questions like whether a diversified board would be better, and whether diversified boards will ensure a better return for investors; in other words, whether there is a ‘business case’ to be made out to have diversity on a board. Many studies have been done, but the answer is still evasive. This is not totally unexpected as the criteria used for these studies differ and the circumstances and complexities of business are such that a final conclusion will probably never be reached. In this article we focus on the board diversity debate in Europe, Australia and South Africa – three completely different parts of the world. In addition we devote Part V to put the topic of board diversity in a broader context, but paying particular attention to gender diversity.

An efficient corporate social responsibility (CSR) framework in many economies has been linked with human capital development, social and financial inclusion, environmental protection and better stakeholder management. This article examines the level of efficiency of the CSR framework in Nigeria; it underscores the developmental potentials of CSR practices within the Nigerian business community. However, a prevailing trend of haphazard and sometimes dodgy CSR practices by free riding rogue companies mars such potentials. Underpinning these dodgy practices has been a CSR 'business case' argument coupled with dysfunctional business (corporate) law assumptions among other causative factors. The article appraises the implications of these causative factors and towards minimising the haphazard practices, proposes corporate law reforms through which the Nigerian CSR framework may become more effective.

Gender diversity in the boardroom is espoused in corporate law literature for two main reasons first, equality between the genders; and second (and more contentious), the ‘business case’, that is, the idea that gender diversity improves business performance of the company. In 2013, India introduced a gender based quota aimed at ensuring at least one female director on the board of a listed company, which yielded little success in the quest towards substantial gender diversity. This paper argues that there is a new phenomenon in Indian corporate governance that may help bring about the much-desired gender diversity – institutional investor activism. Institutional investors have a two-fold incentive to push for gender diversity in their portfolio companies. First, as minority shareholders institutional investors are vulnerable to being exploited by the management, and the increase in monitoring brought about by gender-diverse boards safeguards their interests as shareholders. Second, the rise of ESG investing focused on gender equality impels index funds to strive actively towards ensuring boardroom diversity in their portfolio companies with a view to distinguishing themselves from their competitors. Taking into account the increasing potential of activist funds to bring about meaningful change in corporate governance practices, this paper argues that market driven measures such as the disclosure of stewardship activities and the enforcement of the Shareholder Stewardship Codes may be much more successful than the quota-based laws in driving India Inc. to substantial gender diversity.

Performance advantages of the new pilot project technologies are widely acknowledged, but it has proven difficult for utilities to derive business cases for justifying investment in these new capabilities. Lack of a business case is often cited by utilities as a barrier to pursuing wide-scale application of digital technologies to nuclear plant work activities. The decision to move forward with funding usually hinges on demonstrating actual cost reductions that can be credited to budgets and thereby truly reduce O&M or capital costs. Technology enhancements, while enhancing work methods and making work more efficient, often fail to eliminate workload such that it changes overall staffing and material cost requirements. It is critical to demonstrate cost reductions or impacts on non-cost performance objectives in order for the business case to justify investment by nuclear operators. The Business Case Methodology (BCM) was developed in September of 2015 to frame the benefit side of II&C technologies to address the “benefit” side of the analysis—as opposed to the cost side—and how the organization evaluates discretionary projects (net present value (NPV), accounting effects of taxes, discount rates, etc.). The cost and analysis side is not particularly difficult for the organization and can usually be determined withmore » a fair amount of precision (not withstanding implementation project cost overruns). It is in determining the “benefits” side of the analysis that utilities have more difficulty in technology projects and that is the focus of this methodology. The methodology is presented in the context of the entire process, but the tool provided is limited to determining the organizational benefits only. This report describes a the use of the BCM in building a business case for mobile work packages, which includes computer-based procedures and other automated elements of a work package. Key to those impacts will be identifying where the savings are “harvestable,” meaning they result in an actual reduction in headcount and/or cost. The report describes the specific activities conducted with a partner utility to examine the various work activities associated with mobile work packages to determine what time savings and error rate reductions are available. The report summarizes these findings in the form of a business case for the technology.« less