Corporate Law and Corporate Governance

Transaction cost economics has done much to illuminate the workingof corporate governance devices, and we have seen a revivalof interest in corporate law and corporate governance sincethe 1980s, as researchers applied the tools of the new institutionaleconomics and modern corporate finance to analyze the new transactionsemerging in the 1980s takeover wave. This article focuses onthree mechanisms of corporate governance, to illustrate theanalytical usefulness of transaction cost economics for corporatelaw. It begins with the role of the board of directors, theprincipal governance structure for shareholders in diffuselyheld firms, for which Oliver Williamson provided the key conceptualization.It then extends that analysis to a form of block ownership knownas relational investing, in which a large shareholder is moreactively involved in firm management than is ordinarily expectedof non-management shareholders. It concludes with an examinationof the choice of law governing shareholder-manager relations,referred to in the literature as state competition for corporatecharters, and how Williamson's framework can be fruitfully deployedfor understanding the success of US corporate law. Each of thethree sections sketches first the theory of the corporate governancemechanism from the perspective of transaction cost economicsand then addresses the question whether corporate governancematters by discussing the empirical evidence on whether themechanism is effective. In addition to limning Williamson'scontribution, the objective is to relate theory and data, toascertain where we are, 20 years after Williamson's fundamentalcontribution was first articulated in Markets and Hierarchies,and over a decade after the corporate law applications werefirst explicitly worked out.     

OXYGEN TRANSMISSION RATE of an EDIBLE METHYLCELLULOSE-PALMITIC ACID FILM1

Edible coatings with low potassium sorbate permeability could be used to increase the microbial stability of food surfaces. However, such coatings could induce anaerobic food conditions if their oxygen permeability were low. the oxygen permeability of an edible emulsion film (average thickness, 55 μm), composed of methylcellulose and palmitic acid (weight ratio of 3:1), was evaluated at 24°C, atmospheric pressure, and at different percentages of relative humidity (RH). RH values in the 0–57% range had no significant effect on oxygen transmission rate (OTR); calculated OTR values ranged from 660 to 740 mL O₂ (STP)/m² 24h atm. At 79% RH, the OTR doubled to 1,500 mL O₂ (STP)/m² 24h atm. This effect correlated well with the moisture isotherm for the film which showed a low moisture content in the 0–57% RH range and a rapid increase at higher RH values. OTR values, particularly at high relative humidity, indicate no risk of developing anaerobic conditions on the food surface.     

Time and Temperature Influence on Chemical Aging Indicators for a Commercial Cheddar Cheese

Cooling freshly formed Cheddar cheese requires close control for uniform and consistent flavor. Cheese in 18–kg blocks collected after pressing, at 30–35°C was used. Samples were cooled rapidly to 12 25°C as small pieces individually vacuum-wrapped at a local production site. The extent of proteolysis, total acidity, pH, lactose and organic acids was quantified after storage at these temperatures. Theoretical and empirical equations describing the influence of time and temperature on these chemical indicators were developed through nonlinear statistical methods. The kinetic expressions were applied to generate recommendations for the cooling rate and subsequent aging temperature of Cheddar cheese blocks.     

Evaluation of Fermentative Bacteria in a Model Low Salt Cucumber Juice Brine

Bifidobacterium bifidum, Lactobacillus casei, Lactobacillus plantarum, Lactococcus diacetylactis, Leuconostoc mesenteroides, Leuconostoc oenos, Pediococcus pentosaceus and a mixed culture of Propionibacterium shermanii and P. pentosaceus were used to ferment a model low salt (2.5% NaCl) cucumber juice brine at 22–26°C for 39 days. Percent sugar fermented ranged from 16.2 to 87.7. Substrates were citric acid, fructose, glucose and malic acid. Fermentation products quantitated were acetic acid, acetoin, ethanol, lactic acid, mannitol, and propionic acid with percent carbon recovery varying from 71.1 to 101.1. Final pH ranged 3.24 to 4.12. Each fermentation differed quantitatively in substrates and products formed suggesting use of these bacteria as cultures to ferment low salt brined cucumbers and generate a variety of unique organoleptic properties.     

Sorbic Acid and Potassium Sorbate Permeability of an Edible Methylcellulose-Palmitic Acid Film: Water Activity and pH Effects

The apparent permeability constants for potassium sorbate and sorbic acid through an edible film composed of methylcellulose and palmitic acid (weight ratio 3:1) were evaluated as a function of water activity (a_w) and pH. For films with thickness 55–66 μm, potassium sorbate permeability increased from 2.3 × 10^?10 to 2.0 × 10^?8 (mg/sec cm²)(cm)/(mg/mL) as a_w increased from 0.65 to 0.80. Films were not stable at a_w levels above 0.80. Permeability of the film to sorbic acid at a_w 0.8 decreased from 3.3 × 10^?8 to 9.1 × 10^?10 (mg/sec cm²)(cm)/ (mg/mL) as pH increased from 3 to 7. At pH 3 the undissociated acid was 97.5% and at pH 7 it was 0.4%.     

Heat Transfer to Non-Newtonian Fluid Foods under Laminar Flow Conditions in Horizontal Tubes

This paper presents a study of rates of heat transfer to non-Newtonian fluid foods: mango and papaya nectars, passing through horizontal tubes of circular cross section under laminar flow conditions. Determination of the flow and thermal properties of the fluids under study was performed to adequately explain heat transfer experiences. A laminar mixed convection equation was used for describing experimental heat transfer coefficients: Nu = 1.75 [Gz + 0.0083 (Gr_w . Pr_W)^0.75]^1/3 . δ^1/3 . (K_b/K_w)^0.14 The experimental data covered Graetz numbers between 500 and 7000, and were correlated with a mean deviation of 8.4%. The results should be helpful for interpreting heat transfer to pseudoplastic materials in the design of double tube heat exchangers.     

On the synthesis of all-pass digital transfer functions based on LBR two-pair extraction procedure†

In this paper a simple explicit expression is provided for the parameter a in LBR two-pairs used in the synthesis of all-pass digital transfer functions. The result can be of interest in automated procedures for digital filter design. Further, canonical realizations for this type of two-pairs are given.     

DEVELOPMENT AND STABILITY OF INTERMEDIATE MOISTURE CHEESE ANALOGS FROM ISOLATED SOYBEAN PROTEINS

Intermediate moisture cheese analogs (IMCA), based on soy beans, were fabricated by the blending method from an aqueous emulsion containing primarily soybean protein isolate, casein, hydrogenated vegetable oil, decaglycerol decaoleate, glycerol, salt and sorbitol. Potassium sorbate was used as a mycostatic agent. Water activity of different IMC A preparations was controlled at levels of 0.83 to 0.91; and pH at 5.0, 5.5 and 6.5. Organoleptic properties, mechanical properties and microbial stability were tested. The IMCA product with a a_w of 0.87 and pH of 5.7 was the most acceptable, with a shelf life of about 3 months.