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Business leaders seem to be embracing a new paradigm where the purpose of for-profit corporations is to profit but lawfully, ethically, sustainably, and in the interests of non-shareholder stakeholders. Skeptical of this Damascene conversion to stakeholderism, some corporate law scholars question how directors might be held accountable for falling short of their commitment to some corporate purpose. One suggestion raised is to concretize corporate purpose as a legally binding director's duty to the company. As legal enforcement plays an essential role in compliance with law, the critical question is: How might a corporate purpose duty be effectively enforced? This Article argues that the answer likely lies with neither classic private enforcement by shareholders nor public enforcement by regulators, but rather a third way with elements of both. Drawing on comparative insights from three East Asian jurisdictions--Taiwan, the People's Republic of China, and Japan--this Article contributes to the enforcement literature in two ways. First, it identifies a novel form of hybrid enforcement ("quasi-private") with distinct characteristics. Second, it critically compares this new enforcement model with an existing hybrid ("quasi-public") in the context of enforcing corporate purpose. Quasiprivate enforcement offers a potential solution that avoids most of the serious downsides of private, public, or quasi-public enforcement; is uniquely compatible with a corporate purpose duty; and opens fresh perspectives on making directors more legally accountable. [ABSTRACT FROM AUTHOR]

TABLE OF CONTENTS I. INTRODUCTION 1210 II. WITHDRAWAL REMEDIES AND CLOSE CORPORATIONS: AN OVERVIEW 1213 A. Close Corporations: Features and Problems 1213 B. Exit by Withdrawal as the Necessary Ultimate [...], Oppressed, outvoted, and outgunned, minority shareholders have an obvious solution for their woes: vote with their feet, sell their shares, and leave the company. But this "Wall Street Rule" is only available to shareholders in publicly listed corporations; shareholders in close corporations--privately owned business entities with no market for their shares--do not have the option of easy exit. Legal solutions which enable the shareholder to voluntarily exit a company with their capital such as the oppression or unfair prejudice remedies in US and Anglo-Commonwealth corporate law--what this Article classifies as "withdrawal remedies"--are therefore vital in close corporations. However, until relatively recently, shareholders in Japan's close corporations had no access to withdrawal under corporate law, as neither of Japan's then-dominant close corporation forms offered it. By revealing how shareholder litigants, attorneys, and judges in Japan responded to the absence of withdrawal, this Article shows how Japan's experience was no outlier among nations, but instead powerfully demonstrates the importance of withdrawal remedies in practice. Later, withdrawal remedies at law for close corporations became available in Japan for the first time with the watershed Kaisha-ho (Companies Act) of 2005, which introduced a new close corporation form, the Godo Kaisha (GK). This Article analyzes the challenges facing Japan 's new withdrawal regime and shows how comparative corporate law--armed with the law and experience of withdrawal in the United States, the United Kingdom, and Germany--offers valuable insights for the development of withdrawal in the world's second largest developed economy. Keywords: comparative corporate law, close corporations, shareholder remedies, Japan, withdrawal

TABLE OF CONTENTS I. INTRODUCTION 831 II. STEWARDSHIP'S RISE IN THE UNITED KINGDOM AND SPREAD ACROSS THE GLOBE 838 III. STEWARDSHIP THROUGH ASIAN LENS(ES): THE CONTRIBUTION OF JAPAN AND SINGAPORE [...], Since the UK adopted the world's first stewardship code in 2010, stewardship codes have proliferated across Asia. Given the UK Code's prominence, it is tempting to assume that every other stewardship code performs the same function as the UK Code. This assumption belies the truth: all these codes--regardless of whether they have in fact drawn inspiration from the UK Code--have taken different trajectories due to each adopting its jurisdiction's distinctive institutional and legal context. Using empirical evidence and in-depth case studies of stewardship in Japan and Singapore, this Article reveals how any reception of United Kingdom-style stewardship concepts is only skin deep. Even where the text of stewardship codes in Asia resemble the UK Code in form, their functional impact on corporate governance significantly departs from, or even runs counter to, the intended functions of the UK Code. This Article illustrates how stewardship codes in Asia have been used as a convenient vehicle for local governments and/or market players to achieve their own particular interests through an inexpensive, nonbinding, and malleable vehicle, the formal adoption of which sends a signal of "good corporate governance" to the rest of the world. While such practices explain and contextualize the widespread adoption of stewardship codes in Asia, they also compound the challenge of drawing positive or normative conclusions from this development. The observation advanced in this Article is important as leading corporate governance scholars, prominent international organizations, and market participants, have appeared content to draw such conclusions, unaware that stewardship codes generally do not fulfill a similar function to the UK Code in Asia. This Article concludes by explaining how adopting globally recognized mechanisms of "good corporate governance" at a superficial formal level, and then altering their function to serve local purposes, appears to be a rising trend in corporate governance in Asia (and elsewhere). This phenomenon, which we coin "faux convergence,"calls for the reexamination of important and impactful theories about corporate governance convergence. As an initial foray, this Article develops an expanded taxonomy of corporate governance convergence and lays the foundation for future research on "faux convergence."

Bacteria closely control gene expression to ensure optimal physiological responses to their environment. Such careful gene expression can minimize the fitness cost associated with antibiotic resistance. We previously described a novel regulatory logic in Bacillus subtilis enabling the cell to directly monitor its need for detoxification. This cost‐effective strategy is achieved via a two‐component regulatory system (BceRS) working in a sensory complex with an ABC‐transporter (BceAB), together acting as a flux‐sensor where signaling is proportional to transport activity. How this is realized at the molecular level has remained unknown. Using experimentation and computation we here show that the histidine kinase is activated by piston‐like displacements in the membrane, which are converted to helical rotations in the catalytic core via an intervening HAMP‐like domain. Intriguingly, the transporter was not only required for kinase activation, but also to actively maintain the kinase in its inactive state in the absence of antibiotics. Such coupling of kinase activity to that of the transporter ensures the complete control required for transport flux‐dependent signaling. Moreover, we show that the transporter likely conserves energy by signaling with sub‐maximal sensitivity. These results provide the first mechanistic insights into transport flux‐dependent signaling, a unique strategy for energy‐efficient decision making. [ABSTRACT FROM AUTHOR]

Since the UK adopted the world's first stewardship code in 2010, stewardship codes have proliferated across Asia. Given the UK Code's prominence, it is tempting to assume that every other stewardship code performs the same function as the UK Code. This assumption belies the truth: all these codes--regardless of whether they have in fact drawn inspiration from the UK Code--have taken different trajectories due to each adopting its jurisdiction's distinctive institutional and legal context. Using empirical evidence and in-depth case studies of stewardship in Japan and Singapore, this Article reveals how any reception of United Kingdom-style stewardship concepts is only skin deep. Even where the text of stewardship codes in Asia resemble the UK Code in form, their functional impact on corporate governance significantly departs from, or even runs counter to, the intended functions of the UK Code. This Article illustrates how stewardship codes in Asia have been used as a convenient vehicle for local governments and/or market players to achieve their own particular interests through an inexpensive, nonbinding, and malleable vehicle, the formal adoption of which sends a signal of "good corporate governance" to the rest of the world. While such practices explain and contextualize the widespread adoption of stewardship codes in Asia, they also compound the challenge of drawing positive or normative conclusions from this development. The observation advanced in this Article is important as leading corporate governance scholars, prominent international organizations, and market participants, have appeared content to draw such conclusions, unaware that stewardship codes generally do not fulfill a similar function to the UK Code in Asia. This Article concludes by explaining how adopting globally recognized mechanisms of "good corporate governance" at a superficial formal level, and then altering their function to serve local purposes, appears to be a rising trend in corporate governance in Asia (and elsewhere). This phenomenon, which we coin "faux convergence," calls for the reexamination of important and impactful theories about corporate governance convergence. As an initial foray, this Article develops an expanded taxonomy of corporate governance convergence and lays the foundation for future research on "faux convergence.". [ABSTRACT FROM AUTHOR]