Delaware case law has rendered the tender offer obsolete as a method for purchasing a company whose directors oppose the acquisition. A potential acquirer facing target opposition today must run an insurgent director slate, in the expectation that its directors are more likely to sell. The Delaware courts have not justified their preference for elections over markets as the preferred vehicle for implementing changes in control. Informal scholarly analyses ask transaction cost questions, such as whether proxy contests are more costly (...) than takeovers. This article attempts to break new ground by asking whether there are systematic differences in the performance of elections and markets in the corporate context. Recent models of voting processes, we argue, strongly suggest that elections are inferior to markets. Proxy contest elections sometimes can be won by incumbent managements when a transfer of control would be efficient, a conclusion consistent with the sparse data; and the proxy election process aggregates information regarding the sale decision less well than markets do, thereby implying that proxy voters are less well-informed. Theory and data thus suggest, at the least, that the intellectual burden of proof should change: the task now is to justify using elections to transfer control despite their apparent deficiencies. The article briefly considers the policy implications of this change in perspective. (shrink)

It is a rather remarkable fact that in most discussions of Aquinas’s ethics, Q. 21 of the De Veritate which deals with Aquinas’s notion of Good, is almost entirely overlooked. For example D. J. O’Connor’s book Aquinas and Natural Law refers only once to the De Veritate and that is not a reference to Q. 21. Even the massive work of Gilson, The Christian Philosophy of St. Thomas Aquinas, in the entire third section which deals with Aquinas’s moral theory (...) has only six references to the De Veritate and again none are to Q. 21. H. J. McCloskey in Meta-Ethics and Normative Ethics, provides what he considers two definitive repudiations of Aquinas’s theory but there is no mention or reference to the De Veritate. There may be a reason for this. Thomists like Gilson may not be attuned to or interested in answering the specific problems which contemporary ethical theorists address themselves to, while ethical theorists like O’Connor seem to depend upon traditional Thomistic accounts to locate the pertinent passages in Aquinas’s ethical writings, accounts which follow the order of one or other of the Summas. Be that as it may, some of the most illuminating sections of Aquinas dealing with ethical-theoretical issues are to be found in Question 21 of the De Veritate, for in this question is found a definition of the good as well as explanations of this definition. Consider the following passages where Aquinas lists what seem to be necessary conditions for calling something good. (shrink)

It is a rather remarkable fact that in most discussions of Aquinas’s ethics, Q. 21 of the De Veritate which deals with Aquinas’s notion of Good, is almost entirely overlooked. For example D. J. O’Connor’s book Aquinas and Natural Law refers only once to the De Veritate and that is not a reference to Q. 21. Even the massive work of Gilson, The Christian Philosophy of St. Thomas Aquinas, in the entire third section which deals with Aquinas’s moral theory (...) has only six references to the De Veritate and again none are to Q. 21. H. J. McCloskey in Meta-Ethics and Normative Ethics, provides what he considers two definitive repudiations of Aquinas’s theory but there is no mention or reference to the De Veritate. There may be a reason for this. Thomists like Gilson may not be attuned to or interested in answering the specific problems which contemporary ethical theorists address themselves to, while ethical theorists like O’Connor seem to depend upon traditional Thomistic accounts to locate the pertinent passages in Aquinas’s ethical writings, accounts which follow the order of one or other of the Summas. Be that as it may, some of the most illuminating sections of Aquinas dealing with ethical-theoretical issues are to be found in Question 21 of the De Veritate, for in this question is found a definition of the good as well as explanations of this definition. Consider the following passages where Aquinas lists what seem to be necessary conditions for calling something good. (shrink)

The present research was guided by the important need for a diversion from an economistic to a humanistic management perspective of sustainability. It concentrates on the current importance of digital strategic communication, particularly regarding the concept of corporate sustainability in the context of the conflict arena of the oil industry. The focus is on the comparison of the persuasive effectiveness of the framings of corporate versus activist NGO website communications and their impacts on the perception of the triple pillars of (...) sustainability and, corporate greenwashing with respect to a proposed bituminous oil pipeline in Canada. The results of these pro and con messages were analyzed within the Elaboration Likelihood Model demonstrating a “non expert” peripheral route to a positive persuasion from exposure to the corporate communication versus an “expert” central route to a negative persuasion from the activist NGO communication. Subsequent exposure to the opposite website communication further emphasized the predominance of a negative persuasion based on both groups now being motivated as “expert” viewers of these strategic communications, leading to an important perception of greenwashing by participants resulting from vague claims, visual and linguistic contents of the corporate communication versus the mainly verifiable factual ones in that of the activist NGO. (shrink)

In lieu of an abstract, here is a brief excerpt of the content:Is Hume A "Classical Utilitarian"? The central notion of utilitarianism is that a right kind of action or a virtuous quality of character is one which in the long run promotes the welfare of society or, as it is frequently stated, which promotes the greatest happiness of the greatest number. But when we try to use the utilitarian concept as a guide for evaluating various possible ultimate distributions of (...) goods among the members of a society, we find there are alternative ways of making this goal more precise. I intend to review briefly five different ways in which the utilitarian goal can be stated more precisely. Then I will consider which one of these more precise formulations most accurately reflects what Hume 2 seems to have had in mind when he spoke of "public utility" or "the good of mankind" or "the true interests of mankind" (ICPM, p. 13) or "public interest and utility "(ICPM, p. 34). II The most effective way of illustrating the vagueness of such phrases as "the welfare of society" or "the greatest happiness of the greatest number" is to consider which of various specific but simple distributions of goods would be preferred by a utilitarian. This technique also is helpful in displaying the differences among the various ways of stating the utilitarian goal in more precise terms. Let us suppose that there are units of "goodness" or "welfare" all 2. of which are equal to each other. These units of "goodness" or "welfare" can be taken from one individual and given to another. Furthermore, the number of such units is not fixed, nor is the number of individuals among whom the units of value will be distributed. The distribution of goods among individuals is to be considered in a completely abstract way so that no individuals are to be more deserving then any others. In fact, from a utilitarian point of view, various actions and qualities of character are to be evaluated in terms of whether in the long run they hinder or promote the ideal distribution of goods being considered. To illustrate this technique, let us examine two conceivable distributions of goods. Individual Scheme I Scheme II A 5 10 B 5 3 C 5 3 In Scheme I there are fifteen units of goodness divided evenly among the three individuals A, B, and C. In Scheme II there are sixteen units of goodness distributed in such a way that A has twice as many units as he had in Scheme I while B and C have only three units each. Given that the utilitarian wants to promote the greatest happiness of the greatest number, which Scheme would he choose to promote, 4 Scheme I or Scheme II? One variety of utilitarianism, the first of five to be distinguished, opts for Scheme II on grounds that the total number of units of welfare is greater (16 to only 15 for Scheme I). The emphasis here is on the first half of the utilitarian formula of "the greatest happiness for the greatest number" ; the aim is to increase the total amount of happiness. This view is usually called "classical utilitarianism " on grounds that it supposedly was the view championed by the classical utilitarians (Shaftesbury, Hutcheson, 5 Hume, Adam Smith, Bentham, J. S. Mill, and Sidgwick). A second variety of utilitarianism would opt for Scheme 3. I in the comparison given above on grounds that two individuals (B and C) would be better off with Scheme I while only one individual (A) would be better off with Scheme II. The emphasis here is on the second half of the utilitarian formula ; the aim is to increase the number of individuals who are better off. This view can be called "self-interest-vote utilitarianism" on grounds that the preferred scheme is the one which gets the most votes when each person votes in terms of his own self-interest. (Note that this interpretation of utilitarianism can be used only when the Schemes being compared have the same number of persons sharing the goods. ) A third variety of utilitarianism is that which declares the goal to be maximizing the average units of welfare available per person. As long... (shrink)

Common property has been theoretically linked to environmental degradation through the metaphor of “the tragedy of the commons,” which discounts local solutions to commons dilemmas and typically posits the need for strong states or privatization. Though neither solution is theoretically or empirically adequate—because of the nature of states and nature in the real world—local arrangements for averting the tragedy suffer certain lacunaeas well, including stringent boundary conditions and overlapping/overarching commons situations that necessitate larger scale cooperation than is possible in the (...) face-to-face communities that are conducive to cooperation. Second-order or meta-commons issues expand the scope of inquiry necessarily beyond conservationto preservation.The Sundarbans illustrates the contradictory implications of the Leviathan solution to comons dilemmas, as well as the centrality of alternative perceptual framings of natural systems. (shrink)

Political theorist Wendy Brown has argued recently that contemporary neoliberalism, with its relentless obsession on the economy, has all but undone the tenets of democracy. This book suggests one way of thinking out of the current moment, and it does so by looking to a perhaps unlikely figure: Niccolo Machiavelli. Ronald J. Schmidt, Jr. argues that if we imitate Machiavelli's interpretive method in reading The Prince and Discourses of Livy, we can find in them solutions to the neoliberal problems (...) Brown warns about. (shrink)

Talk of a “genetic program” has become almost as common in cell and evolutionary biology as talk of “genetic information”. But what is a genetic program? I understand the claim that an organism’s genome contains a program to mean that its genes not only carry information about which proteins to make, but also about the conditions in which to make them. I argue that the program description, while accurate in some respects, is ultimately misleading and should be abandoned. After that, (...) I sketch an alternative framework which is better suited to capturing the full informational nature of genes. This framework is centered on the notion of a signaling game, as originally developed by David Lewis, but expanded upon considerably by Brian Skyrms in more recent years. On the view I develop, genes turn out to be the producers and consumers of regulatory or developmental information, rather than entities encoding such information. This finding has consequences that link up with a broader debate in the philosophy of biology concerning inheritance systems. I take this to be one form of theoretical payoff that results from applying the signaling games framework to genes. (shrink)

While ethicists have directed much attention to controversial biomedical issues--including euthanasia, abortion, and genetic engineering--they have largely ignored the less obvious, but more pervasive, everyday ethical problems faced by family physicians. Ethical Issues in Family Medicine addresses these problems, offering an ethics that reflects the distinctive features of family practice, and helping family physicians to appreciate the extent to which ethical issues influence their practice.

The arbitrariness of a signal has long been seen as a theoretically important but difficult to pin down notion. In this article, we suggest there are at least two different notions of arbitrariness at play in philosophical and scientific debates concerning the use of arbitrary signals, and work towards improved analyses of both. We then consider how these different types of arbitrariness can co-occur and come apart. Finally, we examine the connections between these two types of arbitrariness and the cognitive (...) complexity of signal users with an eye towards better evaluating one possible form of human-nonhuman communicative continuity. We show that each type of arbitrariness bears its own nuanced relationship to cognitive complexity, demonstrating the theoretical importance of keeping these two notions separate. (shrink)

This brief essay explores how understanding the treatment of expert evidence requires engaging with its legal and political contexts, and not just focusing on its epistemological aspects. Although the law of evidence and thus its treatment of experts is significantly informed by epistemological considerations, it is also informed by concerns over the organization of trials, larger issues of intelligent governance, social concerns, and enforcement issues. These five aspects to the law of evidence give rise to principles to guide the explicit (...) structuring of the law of evidence that are identified here as well. This complexity helps to explain why the central issue of expert testimony is not the epistemological one of knowledge and belief but instead the conflict between educational and deferential modes of trial. (shrink)

According to one currently influential line of thinking, the evolution of ostensive communication was a prerequisite for the evolution of human language. In this article, I distinguish between a strong and a weak version of this view and offer a sustained argument against the former. More specifically, the strong version of this view would have it that ostensive communication was a prerequisite not just for the evolution of fully modern language but for any language-like system of communication. I argue that (...) this version is too strong: I show how some distinctive and important features of language may well have been assembled prior to the evolution of ostensive communication. Put another way, I argue that a protolanguage before ostensive communication scenario is a real possibility. I conclude by briefly arguing that such an evolutionary scenario coheres better with archaeological evidence from the early Pleistocene as well as evidence from developmental psychology pertaining to the nature of our mind reading abilities. (shrink)

This article addresses the question of whether early Pleistocene hominins are plausibly viewed as having possessed a protolanguage, that is, a communication system exemplifying some but not all of the distinctive features of fully modern human language. I argue that the answer is “yes,” mounting evidence from the early Pleistocene “lithics niche.” More specifically, I first describe a cognitive platform that I think would have been sufficient, given appropriate socio-ecological conditions, for the creation and retention of a protolanguage. Then, using (...) archaeological evidence pertaining to hominin lithic behavior from the early Pleistocene, I attempt to make plausible the idea that each of these cognitive abilities were in fact in place by this point in hominin evolutionary history and also that the requisite socio-ecological conditions were satisfied. (shrink)

Using the emerging technology of large-scale textual analysis, this study examines the use of the term ‘customer satisfaction’ and its variants in the annual reports issued by publicly traded U.S. corporations and filed with the Securities and Exchange Commission as Form 10-K. We document the frequency of the term’s occurrence in 10-Ks over the 1995–2013 period and the differences in usage across industries. We then relate the term’s usage in 10-Ks to subsequent scores from the American Customer Satisfaction Index to (...) determine whether management’s discussion of customer satisfaction in financial disclosures is credible. The commitment of management to shareholders versus, more broadly, stakeholders is a central question in business ethics, and the integrity of management communication is a fundamental construct in the American Marketing Association’s Statement of Ethics. We document a complex relation between management’s discussion of customer satisfaction and subsequently reported satisfaction. We find that the general use of customer satisfaction in 10-K documents is negatively correlated with subsequent ACSI scores. However, for retail firms, when the phrase is located near words indicating measurement or monitoring of the phenomenon, the empirical relation is reversed and becomes positive. (shrink)

Modeling work by Brian Skyrms and others in recent years has transformed the theoretical role of David Lewis's 1969 model of signaling. The latter can now be understood as a minimal model of communication in all its forms. In this article, we explain how the Lewis model has been generalized, and consider how it and its variants contribute to ongoing debates in several areas. Specifically, we consider connections between the models and four topics: The role of common interest in communication, (...) signaling within the organism, meaning, and the evolution of human communication and language. (shrink)

There is growing acceptance among language evolution researchers that an increase in our ancestors’ theory of mind capacities was critical to the origins of language. However, little attention has been paid to the question of how those capacities were in fact upgraded. This article develops a novel hypothesis, grounded in contemporary cognitive neuroscience, on which our theory of mind capacities improved as a result of an increase in our System-2 thinking capacities, in turn based in an increase in our working (...) memory capacities. I contrast this hypothesis with what would appear to be the default position among language evolution researchers, namely, that our theory of mind became more powerful as a result of genetic change to a domain-specific mindreading system which we share with other great apes. While the latter hypothesis is not implausible, it arguably enjoys less empirical support at present than does the alternative hypothesis I develop. (shrink)

Forty years ago, Vaughn Ball demonstrated that the then received notion of conditional relevance served no useful purpose, as it would only come into effect if the probability of an element were 0.0. But, if the probability of an element were 0.0, a directed verdict would be in order and so once again conditional relevancy was doing no work. I extended that analysis to include the relationship between proffers of evidence and facts of consequence to demonstrate that the work that (...) conditional relevancy was supposedly doing was isomorphic to that done by relevancy in all significant ways, and yet the Federal Rules of Evidence provide different standards for the two situations to determine admissibility. I thus proposed an amendment to FRE 104(b) to provide for the same standard to be applied to ‘relevancy’ and ‘conditional relevancy’. In a recent article, Matthew Kotzen appears to subject this work to intense scrutiny and criticism, yet at the same time reaches, so far as I can tell, identical conclusions. This raises the question, which I examine, whether this is an example of cross-disciplinary difficulties in communication. (shrink)

This introduction sets the stage for the Special Issue and the manuscripts that follow. Interest in work hours, work intensification and work addiction has grown over the past decade. Several factors have come together to increase hours spent at work, the nature of work itself, and motivations for working hard, particularly among managers and professionals. The introduction first reviews some of the known causes and consequences of long work hours and the intensification of work. A case is then made as (...) to why individuals, families, organizations and society should care about hours spent at work and work addiction. Individuals and organizations have some choice here. Most employees would in fact prefer to work fewer hours though few actually realize their preferences. This collection lays out these choices and hopefully encourages thought and discussion of their merits. Long work hours and work addiction harms individuals and their families and does not make organizations more effective. The introduction concludes with a brief summary of the diverse contributions of an international group of leading researchers in this area. (shrink)

Although rejecting the core values of the modern worldview, postmodernism may prove to be more blessing than bane for worshiping communities. From deconstruction to apologetics, the postmodern context calls for new ways of preaching the gospel.

The American administrative state is a feature of the new liberalism that is largely irreconcilable with the old, founding-era liberalism. At its core, the administrative state, with its delegation of legislative power to the bureaucracy, combination of functions within bureaucratic agencies, and weakening of presidential control over administration undercuts the separation-of-powers principle that is the base of the founders' Constitution. The animating idea behind the features of the administrative state is the separation of politics and administration, which was championed by (...) James Landis, the New-Deal architect of the administrative state for President Franklin Roosevelt. The idea of separating politics and administration, and the faith such a separation requires in the objectivity of administrators, did not originate with Landis or the New Deal but, instead, with the Progressives who had come a generation earlier. Both Woodrow Wilson and Frank Goodnow were pioneers in advocating the separation of politics and administration, and made it the centerpiece of their broad arguments for constitutional reform. (shrink)

A vast literature has developed probing the law's aversion to statistical/probability evidence in general and its rejection of naked statistical evidence in particular. This literature rests on false premises. At least so far as US law is concerned, there is no general aversion to statistical forms of proof and even naked statistics are admissible and sufficient for a verdict when the evidentiary proffer meets the normal standards of admissibility, the most important of which is reliability. The belief to the contrary (...) rests upon a series of mistakes: most importantly, mismodeling of the structure of legal systems and the nature of common law decision making. Contributing to these mistakes is the common methodology in this literature of relying on weird hypotheticals that mismodel the underlying legal relations and contain impossible epistemological demands. Collectively, these phenomena have distracted attention from issues that actually affect real legal systems. (shrink)

Individuals in managerial and professional jobs now work long hours for a variety of reasons. Building on previous research on workaholism and on types of passion, the results of three exploratory studies of correlates of work-based Passion and Addiction are presented. Data were collected in three samples using anonymously completed questionnaires: Canadian managers and professionals, Australian psychologists, and Norwegian journalists. A common pattern of findings was observed in the three samples. First, respondents scoring higher on Passion and on Addiction were (...) more heavily invested in their work. Second, respondents scoring higher on Passion also indicated less obsessive job behaviors, greater work satisfactions, and higher levels of psychological well-being. Third, respondents scoring higher on Addiction indicated more obsessive job behaviors, lower work satisfaction, and lower levels of psychological well-being. (shrink)

The idea that cognition makes use of one or more “languages of thought” remains central to much cognitive-scientific and philosophical theorizing. And yet, virtually no attention has been paid to the question of how a language of thought might evolve in the first place. In this article, I take some steps towards addressing this issue. With the aid of the so-called Sender–Receiver framework, I elucidate a family of distinctions and processes which enable us to see how languages of thought might (...) evolve via a series of small, incremental changes. While much work doubtlessly remains to be done in this area, I hope to at least show that there need be nothing mysterious about the existence of languages of thought on evolutionary grounds. (shrink)

ABSTRACTFast food chains such as McDonald's, KFC, and Burger King are major players in the production, marketing, and consumption of animal‐derived food throughout the world. Animal rights activists are quick to point out the link between the highly efficient factory farms that supply these chains and extreme animal cruelty and environmental degradation. Strategically, fast food is well positioned to leverage change in the methods by which animals are raised and processed for human consumption. Although progress has been made as the (...) fast food industry has responded to pressure exerted by animal rights organizations, there is little indication of true collaborative efforts that would harness the power of the market to bring about substantive changes in the way the consuming public views the issue of animal welfare and food production. (shrink)

Following a series of national protests in support of an increase in the federal minimum wage, many fast food workers faced retaliation by their employers when they returned to work; schedules were changed, wages and hours were reduced, and some employees were terminated. These retaliatory actions resulted in a number of complaints being filed with the National Labor Relations Board alleging violations of the National Labor Relations Act. Several of the complaints were found to have merit and, additionally, in several (...) instances both the immediate employer, the franchisee, and the corporate organization of which it was a part, the franchisor, were named as co‐defendants. This ruling—that franchisors like McDonald’s USA—could be held jointly responsible for the labor violations of independent franchisees reversed a long‐standing precedent, whereby franchisees were regarded as independent contractors solely responsible for day‐to‐day labor practices, including compliance with federal and state labor statutes. Critics of the ruling argue that it will open the door to unionization and may well spell the end of the service‐sponsor franchising format. Supporters of the NLRB argue that the ruling is just and reflects new “industrial realities” in retail labor markets. Further, a case can be made that the NLRB’s position represents a step in the direction of the restoration of more equitable balance of power between labor and management. (shrink)