This past Friday’s resignation of former Egyptian President Hosni
Mubarak was celebrated in the streets of Cairo and throughout Egypt.
The protestors got their wishes and desires honored when President
Mubarak agreed to step down from power. However, with the overthrow
of President Mubarak, the next phase is certainly going to be
unpredictable.

It will be unpredictable for Egypt as they chart a new future, for the
region, and for the U.S. as they must adjust their foreign policy to
deal with the new reality emerging in Egypt.

While it is clear that Mubarak’s overthrow means for the U.S. in the
short-term is unknown, in the long-term, there are predictions being
made by pundits and experts of the region as to the type of government
that is going to replace Mubarak. Nevertheless, one thing is clear,
the overthrow of President Mubarak has brought about uncertainty and
doubt as to what the world is likely to see in the days, weeks,
months, and years ahead for Egypt’s future.

One school of thought is that the overthrow of former President
Mubarak “would have severe consequences for the United States, Israel,
and the Western world” if an Islamic fundamentalist regime emerges.
If an Islamic fundamentalist regime emerges, that would be problematic
for the U.S. and Israel in particular because of the possibility they
would control a strategically important economic area—the Suez Canal,
which is where international trade passes through.

However, when looking at the demographic make-up of the protestors, it
is clear that the vast majority are not Islamic fundamentalists. As
news accounts indicate, “The Muslim Brotherhood is not leading the
upsurge that is bringing down Hosni Mubarak: It is made up of young
people, of women and men who have rejected dictatorship.”

As the news reports seem to indicate, social unrest eventually happens
in dictatorships. In dictatorships, the population is oppressed and,
at some point, they decide enough is enough where they can no longer
take being kept down. Consequently, when the Egyptian people
overthrew Mubarak, they did likely because they did not like
oppression and the lack of opportunity for growth, prosperity, and
ingenuity.

Thus, the events that have transpired in Egypt over the past few weeks
result from people who live under dictatorships demanding a better
life for themselves and future generations. Consequently, it does not
necessarily follow that with the overthrow of President Mubarak, the
U.S. and Israel should not expect an unfriendly Islamist regime, which
would result in fewer freedoms than they had under President Mubarak.

The lessons that can be learned from the Egypt experience, therefore,
are similar to what can be found in any dictatorship: Eventually, the
people get fed up with oppression and being kept down. Dictatorships,
in other words, are not made of steel and, in fact, are weak behind
the “power” that dictators like to project both within their country
and to the world in general.

What happens next for Egypt is entirely unknown. What the future
Egyptian government is to look like cannot be decided by the U.S. or
Israel, but rather by the Egyptian people through a fair, free, and
open election process. Although what the future holds is certainly
uncertain, it is clear based on the protests over the last few weeks
that the Egyptian citizens do not want to return to another
dictatorship or worse yet an Islamist regime that limits their freedom
even more.

Patrick Kenney is a recent graduate of William and Mary with a double
major in environment science and public policy and is now working
toward his masters in public administration. Patrick has been active
in SEAC (Student Environmental Action Coalition) promoting
sustainability on campus. Patrick is passionate about promoting a
clean environment and hopes to work in a non-profit organization
promoting environmental causes such as increasing the U.S.’s share of
biomass energy resources.

I had been warned. Many times. I knew that taking a teaching assignment in Italy wouldn’t
be easy. The students have a reputation for being disrespectful, disinterested, and rude.
And in most of my classes, it seems they live up to this every day. Some of the teachers
complain; others just laugh about it, but all of them have one thing in common: they agree
that the students can often be difficult and that they just don’t care. They want to finish
school and get out.

With recent (and regular) controversy over education in America, and the discourse about
how to improve teacher training, I began to do some thinking myself.

“Whose fault is it that these students are not interested?” I ask myself this question in the
classroom nearly every day. In Italy, after school, parents, teachers and students from each
class meet every so often for a meeting called “consigli di classi” – class advising. Parents,
teachers and students can discuss class issues together in a constructive environment. Yet
still, students remain uninterested. Is it the students? Is it their fault that they can’t sit still
and can’t appreciate about English idioms? Or is it the teachers? Are they not strict enough?
Do they not hold the students’ attention? Or finally, is it the parents? Do they not enforce
homework habits or good behavior and remind their children of the importance of school?

There may be no real way to get to the bottom of this. What I have noticed, however, is that
once a student has cemented their habits into a way of life, they remain that way for quite
some time, if not forever, waiting out high school until the final end. So, I’ve concluded,
the beginning is critical. If students don’t pick up good habits right away, they can still find
them later, but it will be a lot more difficult (as with any habit, right?).

I then considered the fact that many students love to ask, “Why do I need to know this?
Why is this important?” I worry that some of them truly don’t understand why it is so
important for them to be at school. And as I’ve been worrying about this since I arrived
here, I have slowly realized: my job, as I attempt to teach the English language day after
day, is to, first and foremost, teach them the importance of being at school, of paying
attention, and teaching them the value of education. If they value this education, they will
come to have a respect for it as well, and they will study and learn what I am trying to teach
them.

While it is partly the responsibility of the parents (they are caretakers of their kids after
all), the factor of teaching respect, the importance, and excitement of education is on
the shoulders of the teachers, because they are the ones at the school, they have made
education a career, and the students associate teachers with learning and parents with
living.

After the motivation and excitement, and the understanding of why education is important,
students will learn because they want to learn, because they understand the importance,
and not just because it is an expectation. Expectations are not enough because some
students don’t care about them and some students will go against them just to be defiant.

The answer to this question, like the answer to most questions, is just not crystal clear. Like
the world, it’s not black and white. Instead, it’s gray. It’s a spectrum of fault. The only “bad”
teachers are those who don’t encourage excitement and show why education is important,
and the only “bad” students are those who are not excited. It’s everyone’s fault. Parents,
teachers, and students all need to be involved. How to get students excited and keep them
engaged? That, of course, is a question for another day.

Megan Yarnall recently graduated from Dickinson College with a BA in English. She also
studied creative writing and Italian and currently writes freelance articles for Demand
Studios and blogs for www.travdy.com. She also continues writing both fiction and nonfiction,
and working on photography. Her photos can be found at www.meganyarnall.wordpress.com
and her writing can be found at www.megtaylor.wordpress.com.

Financial guru and author Ryan Mack says that even though this country is currently facing a bad economy, this is the year for everyone to take responsibility for their finances and make changes.

“As far as I’m concerned, 2010 was the year that everybody was waiting on their ship to come in,” Mack said during a discussion at the Borders in Columbus Circle last night. “But 2011 is the year we have got to swim out to it.”

Mack released his new financial self-help book this month, “Living in the Village: Build Your Financial Future and Strengthen Your Community.” He says it provides a road map on ways to have financial well being, but also strongly promotes activism.

“We provide the principles in the book,” Mack said. “But a principle is only as good as the person who receives it and is able to implement it.”

He adds, “I wrote this because I wanted to make sure that we all understand that we have a responsibility. I don’t want to point the finger anymore. I’m tired of looking at other people and seeing what they’re not doing. It’s time to ask, ‘what am I doing?’”

Greed is one of the problems Mack sites for the downward spiral of the economy, but says that if people work together to embrace change, there will be positive results.

“If you mix greed with capitalism, then you’ve got some problems,” Mack said. “But if you use love in a capitalistic system, you create jobs and a stronger economy.”

BY Brooke Niemeyer, ABC New York.

Marketed as the one who “made it out”, Jay-Z was interviewed in December on capitalism’s most prestigious news program; as he would put it “Momma I made it”. During his almost fifteen year recording career Jigga, J-Hova, Jay-Z, Sean Carter has had more No.1 albums than any other recording artists in history with the exception of The Beatles. It’s a relatively amazing accomplishment considering the iconic popular cultural movement that accompanied the Beatles during the Baby Boomer adolescence and early adult hood, culminating in the death of John Lennon. The times have spoken, and the question needs to be asked: What does the culture of the times say about the top selling artists of today, relative to the top selling artists of yesterday?

On Wednesday I received an earful from Boomers about how Lennon and the Beatles delivered not only a sound that was easy to receive, but the band was regarded as bringing eastern spiritual culture to the western world and inspiring ideals of freedom, individuality, and peace. Per the other extreme, I’ve received an earful from Sean Carter advocates; that he has allowed the unknowing to peer into the windows of the American urban ghetto. Having grown up listening to all of Jay-Z’s albums, I can confirm that the message is real. As an adult I’m more inclined to critique the popular culture to ensure that I’m seeking growth and more astute socio-political substance.

While watching the show, I could regard Charlie Rose’s intrigue as sincere. I also noticed bit a skepticism regarding the art craft of Hip Hop (per this representative) and its formidable correlation to potential progress. At around 11:34PM Charlie Rose says “Rap is Poetry!?” and proceed to ask Jay-Z to elaborate, after rather long tangent on the pronunciation of 2Pac’s name and his passionate delivery of his brand of poetry. Charlie also asked: what do you say to the notion that Jigga’s rhymes were overly “misogynistic” in arguably dangerous to the culture of the times. Jay-Z responded that “some of it is crap” he explains that he was immature, and proceeded to list songs that showed growth from his first album to this last, referencing: Song Cry and Mars vs Venus. I’m curious to know how these compared to the cultural affects of his peers, (from a business standpoint) The Beatles. In his Pidgin brand of speech, Jigga explained that his and other rapper’s emotions were what mattered most in delivering their poetry and “soforth” and “whatnot”. Usually Charlie Rose interviews the most renowned (political, economic, socio-cultural, and technological participants), of which Jay-Z definitely belongs, during their marketing campaign of latest works.

Jigga is publishing a book of narratives specific to some of his most memorable poetry to elaborate on his illicit as well as lawful activity. I’m most curious to know how this influences the cultural growth of a youthful society that inherited the world from a group in the 1960s that heavily influenced materialistic individualism, radicalism, and pacifism, as elaborated in Revolution in the Head: The Beatles’ Records and the Sixties by Ian MacDonald. In this year Sean Carter has been regarded as a mogul on John Stewart’s The Daily Show, which is arguable and should be discussed in another article. Is Jigga comparable to the Beatles? Is he a spawn of the Beatles managed Cultural Revolution? Are his pursuits of individual and business triumph desirable or detrimental to society? Has the popular culture music industry solidified a strong hold on the socio-economic ambitions of its listeners? It is important to understand that the ability of a society to think well about its peer’s well-being influences business’s well-being.

James Felton Keith is the author of, Integrationalism: Essays on the rationale of abundance. He is a visiting research faculty at the Michigan State University and Chairman of the Enxit Group of companies.

High unemployment is a festering, persistent problem that has dogged the U.S. for much of the past few years. The degree of unemployment in the U.S. is a problem because it undermines the values emphasized in this country: The idea of hard-work, productivity, and sense of purpose, which often come from having a job and career to wake up everyday and look forward to. The causes of high unemployment are many, but some questions to consider are: What will the unemployment situation be in 2011? Will the unemployment rate continue to go down or will it remain persistently high?

Already into the new-year, some economic experts have touted the economy’s rebound when the national unemployment rate went down from 9.8% in November to 9.4% last month. These economic experts argue that such a decline is a positive step forward because it “pushed the national jobless rate down to its lowest level in 19 months, and created the first sense of optimism in more than a year.” While the unemployment rate has certainly declined, it has not done so enough to have much of a discernible impact on the everyday, average American.

While it is great the unemployment rate dropped and to some degree, the situation is moving in the right direction, there are still many Americans to the tune of 14.5 million who “remain unemployed, and 6.4 million (who) have been jobless for more than six months.” Clearly, the economy is still quite bad as evidenced by the still persistently high number of people currently employed, especially those who have been out of work for quite some time. As such, the argument can be successfully made that it is too premature for some economic experts to start declaring improvements in the economy based solely on month-to-month Department of Labor data on the unemployment situation.

The Federal Reserve, for example, seems to concur that 2011 the high unemployment situation will not be much different from 2010 or 2009. In particular, one Fed official says, “I do not believe that either unemployment or employment will improve rapidly in 2011.” High unemployment, therefore, is going to be a persistent problem, one which policymakers must find a solution to jumpstart and spur hiring in all fields and all skill levels from entry level to senior manager.

How to get the unemployment rate below 9.0% and even lower is something policymakers are going to have a challenge with throughout 2011. Whether the solution is lower taxes, more government spending, or something else must go through the long, difficult, and protracted legislative process, which is certainly not an immediate help to the millions who are currently and have been for quite some time unemployed. While the unemployment rate is certainly high, it obscures an equally important problem that must also be addressed—what to do about the problem of underemployment.

Often, in these reports about unemployment, the rate of underemployment, defined in terms of those who have jobs, but are consistently struggling to make ends meet. The rate of underemployment has been reported to be nearly 17%. In essence, individuals who are lucky enough to even have jobs are also struggling and not necessarily able to make ends meet. Policymakers, therefore, in addition to looking at unemployment also need to look at wage issues and figure out how to ensure that individuals are paid a living wage so that they are not struggling to get by while simultaneously ensuring that there are jobs available for everyone who seeks them.

Right now the job situation is bad for many individuals, and it shows no signs of improving in 2011 according to many economic experts. While the economy may not make any miraculous recovery, what is needed is a sense of hope and purpose that things will get better along with concrete policy proposals that at least begin anew hiring in jobs for which a person is qualified based on their skill-set. Policymakers, therefore, should look at ways to improve both the underemployment and unemployment problems in order to jump-start the economy, and in turn help to restore hope in many Americans’ dreams for a brighter future.

Patrick Kenney is an AAB Writer interested in environmental and energy issues at the national stage. Patrick graduated from William and Mary with a double major in environmental science and public policy. Patrick grew up living near the Chesapeake Bay and protecting it for current and future generations is a passion of his. Patrick is currently working on his MPA with a concentration in environmental policy.

There is a certain hypocrisy in the media and our Government which has left a poor taste in my mouth, and I feel as though should be highlighted. So as I nibble the bread of uncertainty as to what lies ahead in 2011, I know that as disappointing as it has been for me to have taken so long to finally sit down and write, what’s more disappointing are the circumstances that have moved me to do so. In fact, it is not disappointment but disgust and sadness, rather, which has disenchanted me. Like that moment when tasting a dish prepared by a dear friend, when any question as to whether or not you were going to enjoy it is answered with one bad spot on your tongue- and you spit it out.

Perhaps the most pungent story toward the end of 2010 and undoubtedly one poised to dominate 2011 is the Wikileaks affair- and I don’t mean Julian Assange’s sex life. I mean the leaks themselves, which do offer insight into the operations of our Government and their allies. But no, I’m not here to focus so much on my repulsion for the media’s character assassination nor frightening calls for the literal assassination of Assange, or even the sick conditions in which Private Bradley Manning has been kept in since last year. My concern is even simpler, perhaps. If Sarah Palin can point and claim Assange ‘an anti-American operative with blood on his hands’, recent events have shown it is fair to say two guilty fingers are pointing right back at her.

First though, you should know where I stand. I’m not writing to go in depth as to why I support the work of Wikileaks. I will simply tell you I believe that if we are truly a democratic society, then the free flow of information is vital. If Americans have learned anything from the past decade, it is that what the Government says is not always true (think WMDs). It is the job of worthy journalists to fact check and find that truth, and yet we also observed their failure to do so leading to the invasion of Iraq. This is why I fully believe, and am backed by much more qualified figures such as veteran journalist John Pilger in doing so, that Wikileaks is the purest form of journalism- what Pilger calls “a revolution in journalism”. However, you don’t need to agree with me on the morality of Wikileaks to acknowledge the following.

According to the UK Daily Mail, in December Palin posed the question on her Facebook page: ‘Why was he [Julian Assange] not pursued with the same urgency we pursue al Qaeda and Taliban leaders?’ Even Chairman of the Joint Chiefs of Staff, Adm. Mike Mullen, called Wikileaks a “very dangerous precedent,” in an interview with CNNs Fareed Zakaria. Despite repeated claims by officials that Wikileaks and Assange are endangering the lives of our troops overseas or anyone else in the world, even the Pentagon admitted there was no proof this in a report investigating the organization.

Still, Palin goes on to call Assange ‘the “editor” of al Qaeda’s new English-language magazine’ and Glenn Beck is making calls for him to be tried for treason (as an Australian?). All of this with ‘no smoking gun’.

If this is the basis on which one can be labeled as an anti-American assassin, then there is more of an argument supporting that title for Sarah Palin herself than Assange. As The Huffington Post points out, Palin posted on her website in the Spring (it’s still up!) of last year a map of the United States with gun sights aimed at 20 points across the country, with a message calling for the fight to remove identified incumbent Congressmen and women from office. Yes, gun sights. The move was criticized by many, including NY Rep. Andrew Weiner as dangerously provocative, especially under the banner “Don’t retreat, Instead- RELOAD!”

So nearly a year passed, and Republicans were successful in unseating enough Democrats in the House to win a solid majority. They weren’t successful, however, in unseating Rep. Gabrielle Giffords, a democrat from Arizona and campaigner for the Health Care Reform Bill, opposed to the vote set to repeal it later this week. You have probably heard her name, as the country was rocked with the devastating news Saturday evening that Rep. Giffords had been shot in the head at point blank range after a public event at a Tucson supermarket. Giffords remains in critical condition today, while 9 others are dead including a nine-year-old girl. A 22 year old suspect is in custody while his motives still remain unknown.

What is known, though, is that Giffords was specified as one of the gun-sights on Palin’s target list. Clearly, this is disheartening, considering Palin claimed in the wake of her criticism that her supporters knew violence was not the answer. Yet why then bother analogizing? The gun sights are nothing more than a twisted, virtual, smoking gun. There is more evidence linking Sarah Palin to the death of 9 Americans and attempted assassination of a Government official- an actual gun sight- than there will ever be of the anti-American, bloodied hand, al-Qai’ida-supporting, treason-committing Australian. If Wikileaks is demonized for being so reckless and irresponsible, shouldn’t we command the caution and responsibility from our public officials; our Presidential hopefuls? Still, I can make a donation to keep Sarah Palin’s website up and running through my Master Card- something I’m not allowed to do for Wikileaks. I am not suggesting that the suspect was moved to commit such a heinous crime directly due to Palin’s poor choice –although such inciting rhetoric does nothing to warm the dismal political atmosphere- what I am arguing is that there is a gloomy double standard as to where the media and Government take action against irresponsibility and “danger”. It is this fact which hits sensitive spots in my taste for judgment and justice, and leave a bitter aftertaste.

Anya Parampil is an AAB student writer living in Ann Arbor, Michigan. She can be contacted with questions and comments at anyaparampil@gmail.com

After taking a three week hiatus from our blog, I came back to discover that we have over 350 comments! It took me a while to go through all of them, but I would like to thank every single one of you who took the time to comment on our blog. To be honest, I am a little surprised (in a great way) at the growth our AAB blog has shown over the past several months. I also have to thank the writers who write for us and of course our readers who continue to read our articles. We may not have the quantity of posts like the Huffington Post, but as long as our readership is happy with the quality of our posts, I am happy too.

This blog post will be somewhat of an update on my life and an important lesson I learned. Recently, the formation of our non-profit, The Optimum Institute of Economic Empowerment (OIEE) is coming along very well. Our team is working extremely hard to put our board of directors in place and structure the organization. The blog that you are reading now is part of one of many programs that OIEE produces, this one being All About Business (AAB), the youth program. We have been making so much progress because at all times, we believe in our mission, and we always keep in mind that it is not the individual that makes the organization but the group as a whole. As our non-profit president says, “there is no individual larger than the group.” I could not agree with this more.

Let me tell you a quick story about another organization where this rule was broken. In the last two months, a networking group was created on the popular website facebook. This group was created by a friend I know. Within a month, this group was HOT. This organization had over 5,000 members and our first event was very successful. When any organization receives donations, it is a big deal. This group was a private group composed of artists, media commentators, authors, publicists, business owners, entrepreneurs, politicians and many other prominent individuals across the country. This group had A LOT of buzz.

Unfortunately, our group’s CEO believed that he was the one who made the group what it was. He believed the group existed to serve his needs and anyone who did not agree with him would be banned from the organization. His mentality was always “me” and I” instead of “us.” Because of this, many people started to leave. He ultimately even banned the founder herself! Now the group is only a shell of what it was. One person essentially destroyed the buzz of the group. Once this momentum was lost, it was nearly impossible to get it back.

I know many people who read this blog are also business owners. Many of you may be in a situation where you lead others. The biggest lesson I learned from this debacle is to always lead by example. Above all, I learned to never let my ego get to me. The sad truth is that one person CAN destroy an organization. It is important to know who is leading that organization if it will be successful. Luckily for all of us, great people are leading this group and I know we will have a very successful 2011!

Thank you ALL for reading our posts and more will come this year! Please keep on stopping by.

Sincerely,
Andrew Bruskin
Editor-in-Chief

By: Andrew Bruskin
Editor-in-Chief, All About Business (AAB)

In the corporate world of doing business, each shareholder of a corporation has certain rights. One such responsibility is electing the board of directors, the agents who manage the company. Another right of the shareholder is the initiation of a derivative lawsuit, where the shareholder steps into the shoes of the corporation when said corporation has been wronged.

The ultimate question is this: how can litigation be fair for both parties when derivative lawsuits arise?

The answer is not an easy one and the general structure of derivative lawsuits must be thoroughly examined first. Throughout the country (and especially in large incorporation states like Delaware and New York), successful derivative suits are rare. There are several reasons for why this is true:

The Burden is on the Shareholder to Prove Wrongdoing

For the vast majority of cases, if a shareholder is going to win a derivative action, they must show that the board breached its duty of loyalty, duty of good faith or, in some cases when there is no exculpatory clause in the corporation’s certificate, duty of care. Lower standards such as business judgement or economic waste usually result in dismissal of the shareholder complaint. Unlike civil litigation where courts are open to a discovery process, a shareholder at the onset must create reasonable doubt that the board of directors is disinterested. In other words, a shareholder must plead with particularity and show to the court that the board is interested. If the complaint does not meet this test, it is dismissed outright.

The Shareholder Must Go Through A ‘Demand Requirement’ (AKA Intra-Corporate Remedy) With the Directors.

Even if the shareholder pleads particularity in the pending suit, courts have argued that the shareholder must still contact the board before the complaint is filed. There are many reasons for this. The first reason includes money: going to the board saves time and money for the directors to defend themselves against expensive litigation. If the board can fix the problem, then a suit can be avoided. The second reason is to shield against frivilous lawsuits. Regardless of the reasons, going to the board actually presents another problem for the plaintiff shareholder. If the plaintiff does go to the board, they concede that the directors are not disloyal or, in other words, have not acted in bad faith. Thus, courts will use the business judegement approach in any future litigation and the shareholders chances of winning diminish greatly. Plaintiff’s, therefore, will need to persuade the court to excuse the demand requirement because the board has violated their duty of loyalty or have acted in bad faith and it is futile to go to the board. If the plaintiff can prove going to the board is futile, then the court will excuse this step. Again, the burden is on the shareholder plaintiff when bypassing this step.

Courts Look to the Special Litigation Committee (SLC) When Deciding Derivative Litigation

Even if the shareholder successfully navigates through steps one and two, the board’s next move is to set up a ‘Special Litigation Committee” (SLC). The SLC is an independent body that investigates the plaintiff’s claim and decides whether there are grounds for litigation. At this stage, the plaintiff has demonstrated that the board of directors is ‘interested’ and there is concern that a breach may have occurred.

The New York Court of Appeals faced similar circumstances when the Defendant, General Telephone & Electronics Corporation and its directors et al, were discovered during an audit by Arthur Andersen & Co. to have bribed foreign officials in order to secure corporate contracts. Auerbach v. Bennett, 47 N.Y.2d 619, 393 N.E.2d 994. These bribes and kickbacks totaled more than $11 million dollars and that some of the individual defendant directors had been personally involved in certain of the transactions. Id. at 631. In light of these findings, one of its shareholders commenced a derivative lawsuit against the board. Id. at 625. In response, the directors appointed an independent three member SLC to help the General Counsel in determining whether there was “cause for litigation.” The three members of the SLC were Howard Blauvelt, chairman of the board of Continental Oil Company, Dr. John T. Dunlop, Lamont University Professor at the Graduate School of Business Administration at Harvard University and James R. Baker, chairman of the board and chief executive officer of Moore McCormack Resources, Inc. Id. at 632. After their investigation, the committee delivered its findings as follows:

“The special litigation committee reported under date of November 22, 1976. It found that…none of the individual defendants had violated the New York State statutory standard of care, that none had profited personally or gained in any way, that the claims asserted in the present action are without merit, that if the action were allowed to proceed the time and talents of the corporation’s senior management would be wasted on lengthy pretrial and trial proceedings, that litigation costs would be inordinarily high in view of the unlikelihood of success, and that the continuing publicity could be damaging to the corporation’s business. The committee determined that it would not be in the best interests of the corporation for the present derivative action to proceed, and, excercising the authority delegated to it, directed the corporation’s general counsel to take that position in the present litigation as well as in the pending comparable shareholders’ derivative actions.”

In light of these findings, the court reversed the appellate division and rejected the shareholder’s complaint on the grounds of business judgement. Id. at 636. Several years later, however, the Delaware Supreme Court sided with the shareholder and instituted the “Zapata second step test”. Under this examination, the scrutiny placed upon a corporation would be above business standard but below the fairness doctrine where the burden is placed on the defendant if the board is ‘interested’ and not cleansed. This “second business judgement” alternative has not received recognition by most state courts and seldom few use it.

An Equally Appointed SLC

Both court cases bring up several interesting policy observations that are of great debate in corporate law. The biggest question, in lieu of the hurdles shareholders have to face in derivative actions, center around the SLC.

Since there is reason to believe that the board has committed a wrongdoing, the biggest question is whether the SLC is also tainted?

In an effort to cut corporate expenses, the committee in Auerbach recommended that the suit not go forward. In doing so, however, this opened the door to more questions, namely whether the corporation actually lost more money by not initiating the suit. All damages from any derivative suit would go to the corporate treasury; the plaintiff shareholder is ensuring that justice is served for the corporation and its directors are held accountable if they did commit a violation. Dismissing an $11 million dollar bribery suit because the corrupt board appointed SLC claims there is no litigation is not only suspicious, it hurts the corporation itself.

In the past thirty years since its ruling, there seems to be no mention of an SLC equally appointed by both the plaintiff and the defendant. As it stands, the defendant is the sole appointee of the SLC, but this leaves only half of the picture and a lot of questions. Is the SLC truly independent? And even if independence is unquestioned, do they still have ties to the defendant? These are questions the court should have asked in Auerbach, but for reasons unknown, they failed to do so.

The rationale for an equally appointed SLC body makes perfect sense when we look at the way our criminal justice system is run. When it comes to defendant’s competency to stand trial, a mental health board is appointed by both the state and the defense. Granted, there are some areas of criminal law where the state has great leeway, such as in Grand Jury deliberations, but the prosecution is also the side that has to prove its case beyond a reasonable doubt. Let’s look at it the other way: what if the defendant in a criminal case appointed an independent body that determined whether the state could press charges? Because of the policy standards presented by our criminal justice system and the willingness of our elected officials to take a tough stance on crime, this type of independent body would not be allowed. When it comes to every other civil litigation, the defendant does not have the power to appoint an independent body that can heavily influence an outcome of potential litigation. Despite the great obstacles the plaintiff shareholder has to prove when it comes to corporate derivative lawsuits, the defendant director is again the one who has great leeway when it comes to setting up a litigation body to determine board liability.

With this being said, the SLC practice should not be dissolved. Instead, both parties should have equal opportunity to appoint the body for the following reasons. Because there is no discussion among legal scholars about this idea, I recommend several reasons why equal appointment would be better for both plaintiff shareholders and the corporation at large. This list is not exhaustive.

Court Involvement

Should the SLC be equally divided, courts will have an additional reason to comfortably stay out of corporate affairs and not wrangle with additional tests that may or may not be carried over to other states. Courts are hesitant to become involved with shareholder derivative actions and an equal appointment of SLC directors will solidify their reasons. With their dockets overflowing with pending litigation, courts will welcome a SLC appointed by the plaintiff and defendant without the chance of taint.

Credibility of SLC

Under an equal appointment doctrine, the credibility of the SLC will dramatically increase. There are endless amount of questions that can arise from a ‘no litigation’ decision when the SLC board is appointed solely by the defendant board of directors. If the plaintiff has an equal opportunity in this matter, the board will have much more credibility that the court can rely on. There will also be less controvery whether the independent SLC is tainted too.

Decrease of Pending Corporate Derivative Litigation

Despite the SLC’s attempt to ascertain whether pending shareholder derivative suits have merit, plaintiff’s often press forward on their claims regardless of the board’s decision. This conveys the plaintiff’s uncertainty over the SLC’s independence and the probability that the court will come to a different conclusion. While some impetuous plaintiff’s may still press forward with their respective suit under an equally appointed SLC board, many would heed the advice of a board they appointed and would terminate their pending litigation before it reached the court.

Equal Opportunity for Investigation

Despite the SLC’s promise for a full and impartial investigation, plaintiff’s do not have access to the board’s procedure and findings. Under this new system, both sides will have an opportunity to conduct an investigation. This will reflect the adversarial process of our legal system. At the same time, it will also be fair and just for both sides since neither side will have an advantage over the SLC.

An Impartial SLC Will Cut Litigation Costs for Corporations

Summing up all of these factors, an equally appointed SLC would cut costs for corporations. An increase in the SLC credibility will curtail additional plaintiff derivative suits when the board arrives at a “no litigation” decision and will strengthen the credibility of the SLC’s decision before expensive courtroom litigation takes place. By enabling plaintiff shareholder to have a say in the appointment of the SLC board, it will create an equal opportunity for both parties to believe that the board arrived at a fair and truly impartial decision.

Andrew Bruskin is the Director of Media Publication and the Editor-in-Chief of AAB. He is a 2L at the College of William & Mary School of Law.

Election Day should have been a wake up call for President Obama. He lost the house and, despite not losing the senate, hundreds of state seats throughout the nation turned Republican. Obama blames this turn of events on the economy. While this is a half truth, the president’s actions over the past two years are also partly to blame. The following article is not a criticism of the president or his policies. Instead, I offer several ways the president can turn his poll numbers around so he can be re-elected in 2012.

Act Like a Solid Leader

The first thing Obama should do is to give people the impression that he is a leader. While I shared many disagreements with former president George W. Bush, I believe he played the ‘leadership’ card brilliantly. He did what he wanted to do and went after what he believed in. While he had many critics, people did not fault him for his ability to go after what he wanted to accomplish. At the same time, President Bush did take this too far. His inability to compromise or collaborate with Democrats led to his unpopularity in the polls, even among his own base.

Obama is doing something similar, but from the opposite spectrum. Instead of saying what he wants to do and goes after that objective, he states what he wants to do, but normally does not entirely follow through on it. For example, there were many things in the health care bill that were watered down so the bill could be passed. I will address health care later, but this is only one example where the president wavered on an important issue. While he should not take a hardline stance to the point where he is unwilling to compromise, he should at least state with specificity what he is willing to compromise on and what he is not willing to compromise on with Republicans.

Take Iran Seriously

There is no doubt that Iran is a big threat, not only to the rest of the Middle East, but also to our national security. When Obama was elected, he sent a message of peace to the Iranian leadership—a message that I thought was appropriate. In turn, the Iranian regime outright rejected his proposal, along with any type of negotiation. In other words, the Supreme Leader wants to pursue a nuclear policy and that is that. In response, Obama offered another gesture of peace, only to be turned down. Obama is trying so hard to be on good terms with the Iranian leadership that he does not see what is right in front of him: the regime is using this to bide their time, wasting Obama’s time and developing nuclear capabilities. This must not happen.

While I can see why Obama wants to use diplomacy, sometimes fear and “using a big stick” is a better response to regimes that “just don’t get it.” While war is something that would not be in our best interest, Obama should start taking a much tougher stance toward the Iranian administration than he is currently doing. He should not leave a potential military conflict off the table. The bottom line is this: Iran should not be able to develop a nuclear weapon. In turn, they could give these weapons to terrorist organizations or could even use this weapon against Israel. And I do not care what Obama says; if Iran is about to develop a nuclear warhead and Israel is in danger of being attacked, they will use all resources available to protect themselves, with or without the president’s approval. We must not get to this situation and the president should use all means to ensure that Iran does not develop this capability.

Not Apologize Or Hint At Apologizing For Being an American

Compared to most countries, we have one of the greatest government structures in the world. I find it hysterical that Iran, the same country that massacres its own citizens when they speak out against their government, would say it is the U.S. that commit human rights violations.

It is obvious that the United States is not a perfect nation. And it is also true that we have done some things in the past that we regret. But we should never ever ever ever apologize for being an American because we have MUCH more to offer. Our constitution alone is a wonderful thing that makes us truly stand out.

It is okay for the president to be reflective and say where we went wrong and how we are going to fix it. But at all times, a leader should also say where we have went right and how great our country is. While Obama does have the reflectiveness that Iran (and most other dictatorial countries) severly lack, we should never ever be compared to countries like Iran, North Korea or Sudan because our government and the way we do business is simply one hundred million times better than the governments that promote mass murder and genocide. Obama should never hint at apologizing for anything people claim the United States did or did not do. In other words, Obama should state more strongly why America is a great country and be incredibly adament about why that is so.

Take Republicans Seriously

When Obama ran for president, he wanted Washington to do business differently. Unfortunately, this really has not happened in the past two years. It is also not Obama’s fault. Unfortunately, Washington takes a long time to change anything. Partisan politics is something that has been the norm for quite a while.

Now that the election has passed and Obama has seen the results, he should fulfill one of his campaign promises of bi-partisanship. One way he can do this is to have a closed meeting with John Boehner. I do not mean a thirty person meeting with fifteen democrats and fifteen republicans and the meeting televised. Instead, he should just meet with Boehner alone in the oval office, sit down with him and go through what both sides would be willing to work on. This may take several hours/days or maybe even weeks, but with a 9.5% unemployment rate, domestic policy should be Obama’s top priority at this point. Again, this does not mean Obama should agree on every republican idea. Neither will Boehner agree with every idea Obama proposes, either. The whole purpose is for both sides to compromise or even collaborate on certain things so neither side walks away feeling cheated. A closed meeting, or several closed meetings, may be what is necessary for bi-partisanship to actually work. Remember this: countries fall apart not because of foreign invaders, but because of a cultural war that creates apathy and internal strife among its citizenry. I truly believe that for us to be a stronger nation, republicans and democrats need to work hand in hand. Neither party should be viewed as the enemy. We should never take our eye off the ball and, above all, never forget who our true enemies are: unemployment and terrorist organizations that wish to harm and kill Americans.

Jobs, Jobs and more Jobs: Focus on the Economy

The main problem Obama had in the first two years was that he pushed through health care while people were really looking for jobs so that they could pay for health care. I can understand why Obama wants health care for all Americans: he heard heart-wrenching stories that compelled him to act, but the president was thinking with his heart and not with his head. Here’s the thing: Americans should not have to spend their life savings when they get sick, but was this the best time to pass this bill? An even more important question: was this the best bill that could have been passed? Obama should realize that the next two years should be spent entirely on the economy until all Americans who are out of work have jobs. The overall question: how can we get businesses to hire again? How can people start their own businesses? I think there are ideas out there that both democrats and republicans can successfully implement.

Conclusion

Do I think Obama had a ‘terrible’ first two years? Do I think his actions were for naught? Absolutely not. As Bill Maher correctly pointed out, all president’s have learning curves. Even Ronald Reagan had a rocky first term. I ultimately believe this election should do more to help Obama than to hurt him. It all depends on whether he learns from it and picks up the signals that the American people are sending him.

Written by Andrew Bruskin, Director of Media Publications. He may be reached at Andrew.Bruskin@gmail.com or on facebook.

I can’t seem to get away from these celebrities who have decided it to be okay to use their fame and influence to delve deep into the pockets of the people of this country to persuade them to pay for things that have no benefit. This common practice of these superstars using their name to promote financial predators has gotten ridiculous and I cannot let any of them get away with at least warning unwary consumers of the dangers and irresponsibility of their products they are promoting.

It started for me when I had to call out Russell Simmons for promoting his RushCard. Then it continued when I had to call out Magic Johnson for promoting a few financial predators such as Rent-A-Center and the refund anticipation loan (Troy Aikman jumped on the bandwagon to also promote Rent-A-Center where those who solicit this establishment have the luxury of spending $7,000 with interest on a $2,000 television).

Now I am scrolling through the internet and see that the Kardashians, of all people, are entering into the prepaid debt card market. The same people who are promote living lavishly on their reality show are now diving into the pre-paid debit market in order to “provide people with something where they could learn their budgets,” as stated by Kim Kardashian to reporters.

I have a few questions for the Kardashians since they are so concerned about helping people to learn about budgeting in this rough economy:

• Do you think the 99.95 fee to purchase your card for 12 months will help or hurt someone’s budget?

• What about the monthly fee of 7.95 that kicks in after the initial purchase period — does that help someone’s budget?

• If someone loses their card, does the 9.95 fee they have to pay to replace the card help or hurt their budget? I actually had to replace my card the other day and was able to do so for free through my bank but I guess you feel there are teachable moments in making someone pay for something they can get for free?

• If someone’s card is stolen and they need it replaced right away because they have a pressing bill that is due, or need to have immediate access to their money, the whopping 25 that your card charges people to replace the card and send it overnight, I’ll bet that does wonders for the budget, doesn’t it?

• The 1.50 ATM Withdrawal fee, 2.00 ATM Inquiry or Decline fee, the 1.00 Point of Sale fee, the 6.00 Cancel Account fee, the 1.50 fee just to talk to a Service Center Care-Live Operator if you have questions, and all of the other LONG list of fees listed on your site, how do those fees help with your budget Kardashians?

The biggest question that I have to ask you, did you even learn about this product before you endorsed it, and started to make claims that it actually teaches you about money? This product does nothing of the sort and actually teaches people about what you should not do with your money. Who told you that it would be a wise move to promote a financial product that charges exorbitant fees to hard working Americans who are already having a hard enough time putting food on the table? Didn’t you read the stat where almost 1 out of 5 Americans are having problems with simply putting food on the table? I guess your lavish lifestyle that you lead only causes you to be concerned about the state of most of America when you are scalping them for their last scent just to make a profit for yourself?! Now you are going to pitch a product that is designed to systematically cipher the last few dollars from working class families who actually had faith in you that you wouldn’t steer them wrong? Shame on you!

To the hard working Americans out there, I wanted to leave you with some tips to make sure that you don’t ever have to fall for these types of products again.

• Fame doesn’t equal intelligence. Just because someone is famous doesn’t mean that they know what is best for you and your family. It is up to you to research every financial product that you use and don’t base your decision upon someone’s notoriety.

• If a product is EVER trying to get you to spend money just to spend your own money that is a usually red flag. I might spend money on water, or might spend money on air to put in my tire, but I will be darned if I ever spend money just to use my own money. Think about it, does it even make sense?

• Research other options. There are always other alternatives if you just take the time to research them. These financial predators will pitch this product as the ONLY option that you may have and depend upon you not doing the research to find out alternatives.
Those who are financially savvy know better. Here are a few alternatives:

• Open a bank account and use a debit card that has no fees attached to it. For some, this may require some work as they are considered “not bankable”. Many banks are now working specifically with this population, especially local community banks, so your job is to find a local bank that will work with you. Even if you have to open a “second chance”
bank account with restrictions (no writing of checks allowed, no overdraft allowed, close monitoring, etc.).

• Seek out and join a credit union in your area that has a loan builder program that allows you to establish credit and will provide you with a credit card.

• Go to bankrate.com and select a secured credit card that has no fees. Anybody, even those with poor credit, can get a secured credit card. The beauty of a secured card is that it actually has a line of credit and on time debt repayments will go towards improving your FICO score where the pre-paid debit card has no impact on your FICO score.

• Spread knowledge to others. It is frustrating to me when people label this as common knowledge then just sit on this information. The one thing that I have learned through life is that common sense isn’t always common. Even if you feel you know of all that was stated in this article, why aren’t you out there advocating that these cards be taken off the market or at least boycotted? MasterCard obviously feels that this is a lucrative market because they continue to find new ways to sell these products. With the onslaught of legislation of banks that has limited their practices you can be certain that banks will continue to promote additional ways to increase their bottom line regardless of how unethical the practices. The community has to become more accountable for the products we are choosing to use and to spread knowledge and information to other consumers who might not have as strong of a grasp of the information as you. If you are one of the ones who are considering using this card or another similar card — shame on you as well.

In summary, Kardashian, stick to fashion and entertainment and leave the financial literacy to the experts. Next time that MasterCard comes to you with this brilliant idea about how they can teach the people how to budget understand they have an ulterior motive to make money at all costs. They are hurting because they feel the new rules do not allow them to gauge the American people for billions of dollars as much as they used to so they are now using you as their new tool to suck the economy dry from its last dollar. Not to say that the American people don’t have a role in this because with adequate knowledge we can put the pre-paid debit card industry out of business. I would love to partner with you to promote some real financial literacy one day. Until then, stop the nonsense.

Ryan Mack is the president of Optimum-Capital Management LLC, a prominent financial planning firm. He is a CNN commentator and has made frequent appearances on MSNBC and BET.