ProfessorBainbridge.com

Robert Mondavi Cabernet Sauvignon Reserve (Napa Valley) 1995

A deep ruby, with a hint of brick at the rim. It had thrown a substantial amount of sediment and required careful decanting. A lovely mature Cabernet. Classic Napa dark fruit: cassis, blackberry, blackcurrant. But also cedar, leather, and earth. There's still a fair bit of tannin on the finish and a good acidic structure. Sadly, this was my last bottle, as I suspect properly cellared examples would continue to improve for some years and last through at least 2020. Grade: A

A non-traditional three meat slow cooker quasi-bolognese sauce

I was in the mood for a sauce that was more meaty than tomato-ish, so I started with a couple of trusted bolognese sauce recipes and modified like crazy.

Pour 1 14.5 oz. can diced tomatoes with their juices into the ceramic insert of your slow cooker (I like Muir's Organic tomatoes). Drain 1 28 oz can diced tomatoes and add them to the cooker. Set cooker on high heat.

Pour one cup of not very oaky white wine (e.g., Pinot Grigio) into a pyrex measuring cup. (I put a chop stick in the cup to give bubbles something against which to form.) Microwave on high until boiling. Add 1/2 ounce dried porcini mushrooms. Steep 30 minutes. Drain, reserving liquid. Finely chop mushrooms and add to cooker. Pass reserved liquid through a coffee filter (use a funnel). Add strained liquid to cooker.

Meanwhile, add 1 tsp dried italian herb seasoning, 1 tsp dried oregano, and 1 tsp dried basil to cooker. Stir. Add 1 tbsp low sodium soy sauce (trust me, it really ramps up the meat flavor) to cooker. (I told you it was non-traditional).

In a large skillet over medium heat, brown 1 pound lean ground beef. Transfer beef to a plate lined with paper towels to drain. Add 1 pound ground lamb to skillet. Brown. Transfer lamb to a plate lined with paper towels to drain. Add 1 pound ground pork to skillet. Brown. Transfer pork to a plate lined with paper towels to drain. Add meats to cooker. (BTW, on all three meats, I had my butcher grind them very coarse. Large pieces do better in the slow cooker. Also, I debated adding a pound of ground veal, but decided against it. I wanted several days worth of leftovers ... not a month!)

Prepare a mise en place of 2 oz finely diced pancetta, 1 medium yellow onion diced, 1 rib celery diced, 1 medium carrot diced. Slice 1 to 4 cloves garlic (depending on your taste, I like a lot) very, very thin. (If you know the famous dinner scene in Goodfellas, that's what you're trying to emulate when you slice the garlic. And, of course, that scene has good advice when it comes to adding onions to the sauce.)

Blot skillet dry with paper towels. Pour 1 tsp olive oil (not extra virgin) into skillet and heat on medium setting. Saute pancetta until it begins to crisp. Add onions, celery, and carrot. Saute until softened and just starting to turn golden. Add garlic to skillet. Stir. Add 4 tbsp tomato paste (again, I like Muir). Saute 1 minute. Add 1 cup white wine. Raise heat to high. Bring to boil, stirring constantly. Transfer all to cooker.

Add enough low sodium organic beef broth to cover solids in cooker. Stir to combine. Cover. Walk away and clean up kitchen.

After 2 hours, reduce heat to low. Add 1 cup milk. After 2-4 hours more on the low setting, taste. Adjust seasonings with salt, freshly ground black pepper, crushed red pepper flakes, nutmerg, and/or allspice to your taste. How long you cook it really depends on how much integrity you want the pieces of diced tomato to retain. I like them to remain fairly intact, so I err on the short end but YMMV.

Serve over fresh fettucine or papardelle (I prefer the latter). I like to top it with freshly grated Parmesan and a dash of very good extra virgin olive oil. Pour something red from Tuscany.

 

Azienda Agraria Lisini Brunello di Montalcino (Italy) 2001

Ruby shading into reddish-brown at the rim. Substantial sediment. Required careful decanting. Huge bouquet of sweet red fruits. On the palate, flavor associations include red cherry, raspberry, plums, and tobacco. Youthful and fruity, but tannins well resolved. Grade: A-

The most cited law review articles and yours truly

Fred Shapiro has published an update of his famous articles "setting forth lists of the most-cited law review articles."

Table I is the ranking of the top 100 most-cited articles of all time. Be- cause it takes decades for an article to amass the stratospheric citation count needed to make such a list, I compiled additional rankings (Table II) of the five most-cited legal articles published each year from 1990 to 2009. Individual-year listings were necessary because, for recent articles, the number of citations needed to be a citation leader rises rapidly from each year to the one before it. For example, a 2007 article has little chance of competing with the leaders published in 2005.

Sadly, yours truly has no articles appearing Table I. But I do have two appearing in Table II:

Having two articles in that period puts me in pretty good company:

 

Mark A. Lemley coauthored an astounding 9 of the top 100 most-cited recent articles. [Ed.: Kudos!] ... [Cass] Sunstein has six papers on the recent-articles list. ... Akhil Reed Amar is third on the recent-articles list with four, followed by William N. Eskridge, Jr., Robert C. Post, and Reva B. Siegel (three each); and Stephen M. Bainbridge, Lucian Arye Bebchuk, Yochai Benkler, Curtis A. Bradley, John C. Coffee, Jr., Jack L. Goldsmith, Dan M. Kahan, Harold H. Koh, Lawrence Lessig, and A. Benjamin Spencer (two each). 

Meanwhile, by another of Shapiro's measures, it looks like I'm two-thirds of the way to a great career:

The law professor equivalent of career hits is the “number of times cited” in journals. The stat is a measure of influence .... [A] high citation count opens doors, just the same. Institutions consider them when doling out grant awards, awarding tenure or making promotion decisions.

“Three thousand hits means you’ve had a great career. I’d say 3,000 citations means you’re one of the all time citation champions,” said Fred Shapiro .... (Source)

As Will Sonnett used to say, "no brag, just fact."

Jerry Brown makes me nervous

Old time faculty who remember UC during Jerry Brown’s earlier terms as governor will get nervous when he talks about “psychic income.”

Jerry Brown on pay cut: 'I derive a lot of psychic income'

via uclafacultyassociation.blogspot.com

I do too ... from getting paid in cash.

Starter Wine Cellars for New Facebook Millionaires

I'm going to tell you how to buy yourself a cellar's worth of fabulous wine. I'll leave it to you whether you want to store it somewhere offsite, or pay someone to design you a super-fancy cellar in your (new?) super-fancy house. I'm just about helping you decide what bottles to buy.

via www.vinography.com

It would be lovely if I were in a position to take his advice. Of course, given how face Facebook's stock is dropping, the soon to be former Facebook millionaires may not be in a position to do so much longer either.

The SEC is (finally) going after lawyers

Broc Romanek reports that:

In the "Cady Bar the Door" Blog, David Smyth notes recent examples of SEC's Enforcement going after lawyers - just as Director Rob Khuzami promised in a speech last June for defense counsel who engage in "questionable tactics" to gain advantage for their clients involved in SEC investigations. As David mentions in his blog, in his speech, Khuzami noted one hilarious episode in which a witness in investigative testimony - looking for a toe-tapping signal his lawyer had been warned against during a break - "extended [his foot] so far [under the table] that he was almost doing a split."

What's interesting (at least to me) is that SEC still seems to be mostly ignoring transactional lawyers who fail to function as gatekeepers. As I explain in Corporate Lawyers as Gatekeepers (January 6, 2012): 

10 Things about Barack Obama-updated

When I read the news these days, I am constantly dumbfounded by how petty and stupid our politics have become. Here, for example, are 10 things about Barack Obama that seem to get some folks on my side of the aisle all excited but about which I really could care less:

1. Where he was born. He's the President. Get over it.
2. His college grades. He's a smart guy. A lot of smart guys don't have great college grades.
3. He smoked pot. As long as he's not toking when deciding whether to have one of his drone killers bump somebody off, I'm okay with it.
4. He occasionally misspeaks (e.g., referring to sons or the current flap about a "Polish death camp.") Anybody who speaks in public is going to misspeak occasionally.
5. He went to Jeremiah Wright's church.
6. He supported Derrick Bell's crusade to get Harvard law to hire more minorities.
7. His religion or lack thereof.
8. He shook Hugo Chavez's hand.
9. He and Michelle celebrate with fist bumps.
10. He took a principled position against wearing flag lapel pins (which I think are silly) and then caved.

If you want to have a serious conversation about Obama, here's 10 things I take very seriously:

1. The way he screwed GM and Chrysler's creditors
2. The amount of debt he's piling up
3. His determination to avoid entitlement reform
4. His embrace of industrial policy, which inevitably leads to the government trying (and always failing) to pick winners and losers
5. His attacks on the profit motive, business, and finance
6. His embrace of assassinations by killer drones as a routine practice
7. His dismal civil liberties record
8. His "evolving" to take positions that are politically advantageous at the moment
9. His efforts to bully the Supreme Court
10. His smug paternalism and holier than thou attitude

Why rightwing bloggers and talking heads waste so much time blathering about crap that doesn't matter instead of those that do is one of the leading reasons I'm feeling alienated from the right.

Instead of spending so much time on the manufactured faux controversy of the day, we ought to be talking about the things that really matter. Not least of all, because there's a strong case to be made against Obama precisely on the things that ought to really matter.

Update: Over on Twitter, someone commented that:

good point but a bit hard to take from one who continually posted/tweeted about Romney's dog

Fair enough. But dogs are a special case. While it is not true that I like all dogs better than I like all people, it is true that I like most dogs better than I like most people. More important, how we treat our dog is a test of our character, of our capacity for empathy and for decent, honorable conduct and faithful stewardship.

What does Facebook's post-IPO performance tell us about SecondMarket and its ilk?

A provocative chart.

A prediction about the law teaching job market for 2012-13

The significant downturn in applications to law school is going to put significant financial pressure on 50-75% of all law schools in the country, and one way many schools will respond is by doing less faculty hiring or no faculty hiring at all, until they see how their enrollment situations stabilize (if they do).

via leiterlawschool.typepad.com

Sounds plausible to me.

I wonder what Instagram shareholders are thinking?

Remember just last month when Facebook bought Instagram for $1 billion, "agreeing to pay roughly 30 percent in cash and 70 percent in stock, according to people briefed on the negotiations .... At that level, Facebook [was] pegging its own stock price at roughly $30 a share." (Source) More precisely, "Facebook paid 23 million shares of Facebook common stock as well as $300 million in cash" to buy Instagram. (Source)

At today's price of $28.11 per share of Facebook common stock, the price for Instagram has fallen to a total of $946.5 million.

This drop raises a couple of questions. Most stock acquisition merger agreements have a provision for adjusting the number of acquirer shares to be issued in the event the acquirer's stock price changes between the signing of the merger agreement and closing. Many also have a floor at which, if the acquirer's stock price drops below it, the deal terminates. Does the Facebook-Instagram have such a provision?

Second, back when the Instagram deal was first announced, I noted that Instagram CEO Kevin Systrom could face potential liability under cases like Smith v. Van Gorkom. In particular, it seems his board was informed of the deal rather than making an informed decision to approve it. In addition, Facebook seems to have made a Zucker out of Systrom:

When Systrom and Zuckerberg were working out terms for the deal, Systrom reportedly asked for $2 billion. But Zuckerberg got him to accept $300 million in cash and just under 23 million shares, telling his 20-something counterpart to look at the deal as a percentage of Facebook's total value. That way, according to a Wall Street Journal report, Systrom would eventually get his number -- assuming Facebook would someday be worth $2 billion.

just like Pritzker suckered Van Gorkom, Zuckerberg seems to have (perhaps unintentionaly) pulled a fast one on Systrom.

The lower Facebook stock drops, the more likely a lawsuit becomes and the higher the potential damages. If the question becomes, "did Instagram's board have an informed basis for believing Facebook stock was worth at least $30 per share," hindsight increasingly suggests a negative answer to that question. Of course, hindsight isn't supposed to come into play in these cases, but still ....

More on elements of value arising from the accomplishment or expectation of the merger

Steve Bainbridge was a good sport, as usual, and shared with me his recent comments on DGCL § 262(h)’s exclusion of value arising from the accomplishment or expectation of the merger. I sent him a few reactions, more or less as set forth below:

via blogs.law.widener.edu

Larry's the acknowledged expert in the field, with multiple articles in this area. But I'm still puzzled as to what elements of future value can be included in the appraisal price and how you tell the difference between them and synergistic values.