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Under the stakeholder model of corporate governance, directors may confer benefits on corporate constituencies other than shareholders without regard to whether doing so produces benefits for the shareholders even in the long run. Contrary to what advocates of stakeholder theory often say, stakeholder theory does not put all corporate constituencies on a par, letting directors give equal consideration to the interests of all constituencies. Rather, stakeholder theory uniquely disadvantages shareholders, allowing directors to transfer value from shareholders to other constituencies but never from other constituencies to shareholders. More importantly, although critics of the stakeholder model going back to Berle have complained that the model provides directors with no clear standard by which to make business decisions, this criticism grossly understates the problem. In fact, the stakeholder model says nothing at all about which interests of the various constituencies are legitimate interests, much less about how such interests should be balanced against each other. As a result, the model provides no normative criteria of any kind on the basis of which we can intelligibly say that one business decision is any better—or any worse—than any other. Consequently, under stakeholder theory, every possible decision is as good and as bad as every other possible decision. The stakeholder model is thus not just insufficiently determinate but radically indeterminate. The question thus becomes whether there are any plausible normative criteria that can be added to the stakeholder model to make it reasonably determinate. Some obvious candidates are Kaldor-Hicks efficiency, hypothetical bargains among the corporate constituencies (both ex ante and ex post), and Delaware doctrines about the apportionment of merger consideration among different classes of shareholders, but it turns out that none of these can supply the normative lacuna in the stakeholder model. The model could be supplemented with a robust normative theory, such as that in Rawls's A Theory of Justice, Mill's act utilitarianism, or Aquinas's natural law theory, but this would require directors to become experts in moral philosophy and so echoes the improbabilities of Plato: until directors become moral philosophers or moral philosophers directors, there shall be no coherent stakeholder governance. The view that decisions made under the stakeholder model are necessarily unprincipled is confirmed from the writings of leading stakeholder advocates who expressly concede that, under a stakeholder model, the decisions of directors will be essentially political—i.e., determined not according to any rational, normative principles but by the varying abilities of different interest groups to pressure or lobby the directors. As an attempt to explain how directors should make business decisions, the stakeholder model is thus hopelessly and fatally flawed.

Accepting the argument made by Manne, Epstein and others that firms wishing to allow their employees to insider trade should be permitted to do so, this article shows that there is still a crucial role for government in regulating insider trading. In particular, allowing employees to profit by insider trading is a form of employee compensation that, in contradistinction from conventional forms of equity compensation, results in unknowable and effectively unlimited costs to the company. Since providing employee compensation in this form causes the company to lose control of its compensation expense, even if insider trading were legal, virtually every company would rely on conventional forms of employee compensation and prohibit its employees from insider trading. But, pace Manne, Epstein and others, companies lack the means to detect insider trading by their employees, and even when they do catch employees insider trading, companies can impose only mild contractual sanctions, generally not exceeding disgorgement of profits and dismissal. As a result, although an efficient agreement between a company and its employee would prohibit the employee from insider trading, this prohibition cannot be effectively enforced by the company. Government, with its usual law enforcement powers, is better able to detect insider trading and can impose more severe sanctions on violators, including criminal penalties. Government should thus enforce a ban on insider trading in those instances, which will be virtually all instances, in which a company prohibits its employees from insider trading. The efficient solution is thus a hybrid system of private prohibition and public enforcement. Such a system is not unusual but the norm. Employers prohibit employees from embezzling their money and stealing their property, and employees are subject to contractual sanctions and dismissal for violating these prohibitions, but we still need statutes against theft to generate an optimal level of deterrence. This is all the more true when the employee misappropriates information, which is much harder to detect than a theft of money or property.

MAE clauses in business combination agreements almost never define the phrase \"material adverse effect,\" and so the meaning of that key expression derives primarily from a line of Delaware cases starting with In re IBP Shareholders Litigation. In that case, the court said that a material adverse effect requires an event that substantially threatens the overall earnings potential of the target in a durationally significant manner. In implementing this standard in IBP and subsequent cases, the courts have had to determine how the target's earnings should be measured (e.g., by EBITDA or by some other measure of cashflow), how changes in earnings should be determined (e.g., which fiscal periods should be compared with which), and how large a diminution in earnings is material. Neither IBP nor subsequent cases have provided clear and convincing resolutions of these issues. On the contrary, later cases have introduced yet new problems, such as whether it matters that the risk that has materialized and adversely affected the target's business was known to the acquirer at signing, whether material adverse effects should be measured in quantitative ways, qualitative ways, or both, and whether a material adverse effect must be felt by the company within a certain period of time after the occurrence of the event causing the effect. This article proposes a new understanding of material adverse effects that solves all of these problems. Beginning from the foundational premise that a material adverse effect should be understood from the perspective of a reasonable acquirer, this article argues that such an effect is a material reduction in the value of the company as reasonably understood in accordance with accepted principles of corporate finance—that is, as a material reduction in the present value of all the company's future cashflows. Hence, to determine if there has been a material adverse effect, the court has to value the company twice, once as of the date of signing and again as of the date of the alleged material adverse effect, in each case much as it would in an appraisal action. Valuing the company is easier and more reliable in the MAE context than in the appraisal context, however, not only because the court need obtain only a range of values for the company at the two relevant times (and not pinpoint valuations as in appraisal proceedings) but also because it turns out that there is a canonical way to determine if a reduction in the value of the company would be material to a reasonable acquirer. The new theory of MAEs presented here solves all of the problems in the caselaw noted above and explains why those problems could not be solved with the conceptual resources available in the existing caselaw.

Waterhemp control in Ontario has increased in complexity due to the evolution of biotypes that are resistant to five herbicide modes of action (Groups 2, 5, 9, 14, and 27 as categorized by the Weed Science Society of America). Four field trials were carried out over a 2-yr period in 2021 and 2022 to assess the control of multiple-herbicide-resistant (MHR) waterhemp biotypes in glyphosate/glufosinate/2,4-D-resistant (GG2R) soybean using one- and two-pass herbicide programs. S-metolachlor/metribuzin, pyroxasulfone/sulfentrazone, pyroxasulfone/flumioxazin, and pyroxasulfone + metribuzin applied preemergence (PRE) controlled MHR waterhemp similarly by 46%, 63%, 60%, and 69%, respectively, at 8 wk after postemergence (POST) application (WAA-B). A one-pass application of 2,4-D choline/glyphosate DMA POST provided greater control of MHR waterhemp than glufosinate. Two-pass herbicide programs of a PRE herbicide followed by (fb) a POST-applied herbicide resulted in greater MHR waterhemp control compared to a single PRE or POST herbicide application. PRE herbicides fb glufosinate or 2,4-D choline/glyphosate DMA POST controlled MHR waterhemp by 74% to 91% and by 84% to 96%, respectively, at 8 WAA-B. Two-pass herbicide applications of an effective PRE residual herbicide fb 2,4-D choline/glyphosate DMA POST in GG2R soybean can effectively manage waterhemp that is resistant to herbicides in Groups 2, 5, 9, 14, and 27. Nomenclature: 2,4-D choline/glyphosate DMA; dicamba; glyphosate; glufosinate; S-metolachlor/metribuzin; Glycine max (L.) Merr.; Amaranthus turberculatus

The development of glufosinate-resistant soybean cultivars has created opportunities for use of glufosinate applied postemergence for weed control. Four field experiments were conducted in 2021 and 2022 to ascertain the effect of glufosinate rate and the addition of ammonium sulfate on annual weed control in glyphosate/glufosinate/2,4-D–resistant soybean. An increased glufosinate rate of 500 from 300 g ai ha–1 improved control of common ragweed, common lambsquarters, redroot pigweed, and foxtail species and resulted in decreased density and dry biomass of common lambsquarters and foxtail species. The addition of ammonium sulfate to glufosinate increased control of common lambsquarters, 2 and 8 wk after application (WAA), and of foxtail species, 2, 4, and 8 WAA, but did not improve control of common ragweed and redroot pigweed. Increasing the dose of glufosinate from 300 to 500 g ai ha–1 improves control of common ragweed, redroot pigweed, common lambsquarters, and foxtail species; however, the benefit of the addition of ammonium sulfate to glufosinate is weed species-specific. Nomenclature: Glyphosate; glufosinate; common ragweed; Ambrosia artemisiifolia L.; common lambsquarters; Chenopodium album L.; green foxtail; Seteria viridis (L.) P. Beauv.; velvetleaf; Abutilon theophrasti Medik.; soybean; Glycine max (L.) Merr.

Glyphosate-resistant (GR) biotypes of horseweed were first confirmed in southern Ontario in 2010 and have spread across southern Ontario. A total of four field experiments were conducted between 2021 and 2022 to determine GR horseweed control with one- and two-pass herbicide programs in glyphosate/glufosinate/2,4-D-resistant (GG2R) soybean. 2,4-D choline/glyphosate DMA, halauxifen-methyl, and saflufenacil applied preplant (PP) controlled GR horseweed by 59%, 72%, and 78% 8 wk after postemergence (POST) application (WAA-POST); there was no improvement of GR horseweed control when 2,4-D choline/glyphosate DMA was added to saflufenacil; in contrast, there was improved GR horseweed control when saflufenacil was added to 2,4-D choline/glyphosate DMA. Glufosinate and 2,4-D choline/glyphosate DMA applied POST controlled glyphosate-resistant horseweed by 71% and 86%, respectively, 8 WAA-POST. Two-pass herbicide programs of a PP followed by POST application provided greater GR horseweed control than a PP or POST herbicide applied alone. Glufosinate or 2,4-D choline/glyphosate DMA applied POST following 2,4-D choline/glyphosate DMA or halauxifen-methyl applied PP improved GR horseweed control by 29% to 38% and 24%, respectively at 8 WAA-POST. The application of 2,4-D choline/glyphosate DMA applied POST following saflufenacil applied PP improved control by 20% 8 WAA-POST; there was no improvement of GR horseweed control when glufosinate was applied POST following saflufenacil applied PP or when either POST herbicide was applied following saflufenacil + 2,4-D choline/glyphosate DMA applied PP. When used in a two-pass program, 2,4-D choline/glyphosate DMA POST provided 2% to 3% greater control of GR horseweed than glufosinate. Nomenclature: 2,4-D choline/glyphosate DMA; dicamba; glyphosate; glufosinate; halauxifen-methyl; saflufenacil; soybean, Glycine max (L.) Merr.; horseweed, Erigeron canadensis L.

The Supreme Court has never attempted to state in general terms what makes a governmental interest (that is, an end) compelling. Progress can be made by asking for which ends the government has a significant cost advantage relative to other institutions. This is a necessary (but not sufficient) condition of that end's being a compelling governmental interest. I consider the relationship between this account and the as-applied standard that developed prior to RFRA and RLUIPA and that was embodied in those statutes. Applying the necessary condition advocated here would affect the outcome of some important religious freedom cases. Finally, I discuss whether the condition here identified as necessary is also sufficient and conclude that it is not.