Human rights situations are often analyzed and described in binary terms, that is, whether rights have been violated or upheld. This Article argues that it is m o r e m e a n i n g f u l t o m e a s u r e h u m a n r i g h t s s i t u a t i o n s i n t e r m s o f d e v i a t i o n s f r o m a central case of key characteristics, and to understand the subtle interplay of social, political, and economic vectors that cause such deviations. Using Singapore as a case study, this Article demonstrates that in any State the real human rights situation revealed by central case analysis can be dramatically different than the traditional binary assessment of that situation. The Article concludes by showing how the central case methodology can be used by all decision-makers in every State to promote human rights, w i t h p a r t i c u l a r r e f e r e n c e t o r e c e n t d i s p u t e s o v e r M u s l i m m i n o r i t y r i g h t s i n F r a n c e a n d Singapore, and the executive detention of enemy combatants in the United States.

Human rights situations are often analyzed and described in binary terms, that is, whether rights have been violated or upheld. This Article argues that it is m o r e m e a n i n g f u l t o m e a s u r e h u m a n r i g h t s s i t u a t i o n s i n t e r m s o f d e v i a t i o n s f r o m a central case of key characteristics, and to understand the subtle interplay of social, political, and economic vectors that cause such deviations. Using Singapore as a case study, this Article demonstrates that in any State the real human rights situation revealed by central case analysis can be dramatically different than the traditional binary assessment of that situation. The Article concludes by showing how the central case methodology can be used by all decision-makers in every State to promote human rights, w i t h p a r t i c u l a r r e f e r e n c e t o r e c e n t d i s p u t e s o v e r M u s l i m m i n o r i t y r i g h t s i n F r a n c e a n d Singapore, and the executive detention of enemy combatants in the United States.

For many years, Delaware courts have required a controlling stockholder seeking to acquire the minority interests in one of its subsidiaries to make a difficult choice. The controlling stockholder could use its majority ownership position to approve and complete the buyout, in which case it would have the burden of proving, in the event of litigation, that both the buyout price and the buyout process were fair to the minority stockholders (usually referred to as the "entire fairness" doctrine). Alternatively, the controlling stockholder could shift the burden of proving fairness to the plaintiff by following a process designed to replicate arms'- length negotiations with its subsidiary - usually either by negotiating with a special committee of independent subsidiary directors or, less commonly, by conditioning its buyout offer on acceptance by a majority of the minority stockholders. In these situations, which party bears the burden of proof is often outcome determinative. Because of the substantial disadvantage of having to satisfy a burden of proof in litigation, most going-private buyouts subject to the entire fairness doctrine have been structured to shift the burden of proof to the plaintiff. Most typically, the transactions are negotiated with a special committee of independent subsidiary directors and are subject to the committee's prior approval. This approach, while common, often results in protracted and occasionally stalemated negotiations as the special committee and its independent legal and financial advisors endeavor to create a record of arms'-length bargaining. In addition, the process creates its own litigation risks, with stockholder lawsuits focusing on the integrity and effectiveness of the special committee's deliberations and actions. A less common alternative approach - conditioning the offer on acceptance by a majority of the minority stockholders - enables the controlling stockholder to choose the price and other terms and set the timing of the transaction. The downside of this approach is that it puts the success of the transaction at greater risk, particularly if the minority shares are concentrated in the hands of a few institutional investors who can block approval of the transaction. Recently, however, a pair of Delaware cases have mapped out an approach to subsidiary buyout transactions that allows the controlling stockholder to unilaterally set the price and other transaction terms and control the timing of the transaction without having to prove the fairness of the transaction. While admittedly some ambiguity persists as to the role of a target board (or special committee) in guiding minority stockholders, an examination of the subsidiary

The enhanced role of independent auditors mandated by the Sarbanes-Oxley Act in evaluating a public company's financial statements and internal controls may produce a dilemma for corporate management and its counsel: either share attorney-client privileged and work product materials with the auditor to enable it to evaluate potential internal control, accounting or audit issues, or withhold such confidential information and risk having to file periodic reports late (after filing Form 12b-25 explaining the reason for filing late), or receive from the auditor a qualified audit report on financial statements and internal control over financial reporting. In this reckoning of interests, the potential regulatory, business and litigation consequences of refusing an independent auditor's request to see attorney analyses underlying loss contingency disclosures often lead management to share attorney work product with the auditor.