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The rules governing controlling shareholders sit at the intersection of the two facets of the agency problem at the core of public corporations law. The first is the familiar principal-agency problem that arises from the separation of ownership and control. With only this facet in mind, a large shareholder may better police management than the standard panoply of market-oriented techniques. The second is the agency problem that arises between controlling and non-controlling shareholders, which produces the potential for private benefits of control. There is, however, a point of tangency between these facets. Because there are costs associated with holding a concentrated position and with exercising the monitoring function, some private benefits of control may be necessary to induce a party to play that role. Thus, from the point of view of public shareholders, the two facets of the agency problem present a tradeoff. The presence of a controlling shareholder reduces the managerial agency problem, but at the cost of the private benefits agency problem. Non-controlling shareholders will prefer the presence of a controlling shareholder so long as the benefits from reduction in managerial agency costs are greater than the costs of private benefits of control. The terms of this tradeoff are determined by the origami of judicial doctrines that describe the fiduciary obligations of a controlling shareholder. In this article, we examine the doctrinal limits on the private benefits of control from a particular orientation. A controlling shareholder may extract private benefits of control in one of three ways: by taking a disproportionate amount of the corporation's ongoing earnings; by freezing out the minority; or by selling control. Our thesis is that the limits on these three methods of extraction must be symmetrical because they are in substantial respects substitutes. We then consider a series of recent Delaware Chancery Court decisions that we argue point in inconsistent directions: on the one hand reducing the extent to which a controlling shareholder can extract private benefits through selling control, and on the other increasing the extent to which private benefits can be extracted through freezing out non-controlling shareholders. While judicial doctrine is too coarse a tool to specify the perfect level of private benefits, we believe these cases get it backwards-the potential for efficiency gains are greater from sale of control than from freeze outs, so that a shift that favors freeze outs as opposed to sales of control is a move in the wrong direction. In particular we argue that the Delaware law of freeze outs can be best reunified by giving "business judgment rule" protection to a transaction that is approved by a genuinely independent special committee that has the power to "say no" to a freeze out merger, while also preserving what amounts to a class-based appraisal remedy for transactions that proceed by freeze out tender offer without a special committee approval.

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A common problem of nonradiative energy transfer (NRET) from a small energy donor into a neighbouring energy acceptor layer is addressed with the emphasis on the layer thickness dependence. Two complementary approaches are employed to study dielectric polarization effects on NRET into thin films: a macroscopic analysis treating the acceptor layer as a continuum characterized by a frequency-dependent dielectric function, and a direct modelling utilizing discrete acceptor lattices, each of the acceptors being a polarizable point dipole. Explicit illustrations are provided of an interesting phenomenon, when NRET into thinner films can counter-intuitively be more efficient than NRET into thicker films. We show that this phenomenon may take place for a broad range of the acceptor polarization responses, including metallic-like and insulating behaviour as well as responses with weak and strong dissipation. The spectral vicinity of a strong dielectric resonance in the acceptor layer is studied as a specific example. The role of geometry-derived and intrinsic anisotropy of the acceptor response is clarified in the illustrations. Our results suggest that NRET optimization might be possible in the design of hybrid nanostructures, where the geometry of the structures is better matched with spectral properties of donor and acceptor subsystems.

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