Dinner tonight was barbecued chicken, corn on the cob, and watermelon. I used store bought BBQ sauce (Stubbs Original) on free range skin-on, bone-in breasts and thighs. I brined the chicken for 1 and a half hours in 1/2 cup white wine, 1.5 cups beer, and enough water to make a total of 2 quarts, to which I had added 2 tablespoons of kosher salt, 2 tablespoons honey, 1 teaspoon smoked paprika, a bay leaf, and a half teaspoon each of black pepper, onion powder, garlic powder, and cayenne pepper. Forty minutes on a gas grill. Yum.
To drink, I poured a nine year-old Ode to Picasso, which is a blend of Cabernet Sauvignon and Syrah, as well as being one of my favorite Behrens wines. After decanting, I let it breathe for 45 minutes before dinner. Soft tannins make it easy to drink now (and I suspect it won't get much better). There's enough acid to stand up to barbecue sauce, as well as plenty of rich, dark fruit. Blueberries, black cherry, mocha java, pepper on the nose and palate. Grade: A-
UCLA Law Professor Stephen Bainbridge recently posted an article calling Delaware’s recently enacted S.B. 75 a “self-inflicted wound”. ... What I find particularly interesting is Professor Bainbridge’s thesis that the Delaware legislature acted at the behest of the Delaware bar which has a vested interest in maintaining, not limiting, stockholder litigation ....
Now I just need a student-edited law review to take note and publish it.
My UCLAW colleague Eugene Volokh writes in the LA Times (how he got it past the notoriously far left Times editorial board is something of a mystery):
Calling affirmative action "racist" is an example of a racial "microaggression," says the University of California administration. Other examples of supposed microaggressions: "America is a melting pot," "I believe the most qualified person should get the job," "Gender plays no part in who we hire" and "America is the land of opportunity." ...
It's clear that UC wants to prevent such microaggressions, which the Academic Personnel and Programs Department defines as "slights, snubs, or insults, whether intentional or unintentional, that communicate hostile, derogatory, or negative messages to target persons based solely upon their marginalized group membership." ...
Some people are indeed upset by criticism of affirmative action, or claims that America is the land of opportunity. But universities are places where people must be free to express their ideas, even when others find those ideas offensive. Administrators should not be pressuring professors, graduate students and others to censor themselves.
Are millennials really so delicate that they need a trigger warning before someone says "America is the land of opportunity"?
Am I really surprised that the University of the People's Republic of California is worried about such trivial nonsense? No. I'm just glad that in 8 years I'll be able to hang it up and ride off into the sunset.
Abstract: In a 2014 opinion (ATP Tour, Inc. v. Deutscher Tennis Bund), the Delaware Supreme Court upheld a fee-shifting bylaw, which required unsuccessful shareholder litigants in either derivative or direct actions to reimburse the corporation for its legal expenses. Although the entity in question was a non-profit, non-stock corporation, most observers expected the Delaware courts to extend that holding to for-profit stock corporations. In the months that followed, about 50 Delaware corporations adopted such bylaws.
In its 2015 legislative session, however, the Delaware legislature adopted amendments to the Delaware General Corporation Law (S.B. 75) that effectively bans such bylaws. This article argues that this ban is contrary to sound public policy and adverse to Delaware’s own interests. It then advances an interest group analysis, focusing on the power of the Delaware bar, to explain why the Delaware legislature would have inflicted such a serious wound on itself.
This analysis leads to two take-home lessons. First, if it wishes to ensure that future legislation advances both sound public policy and the state’s financial interests, the Delaware legislature needs to free itself from the bar’s influence. In addition, the business community needs to invest lobbying resources in Delaware so as to counter the bar’s influence in cases such as this. Second, states in which the corporate bar wields less legislative influence thus may have a significantly easier time adopting legislation authorizing such bylaws. If so, the likelihood that S.B. 75 will significantly reduce Delaware’s dominance of corporate law will go up substantially.
Bainbridge, Stephen M., Fee Shifting: Delaware's Self-Inflicted Wound (June 29, 2015). UCLA School of Law, Law-Econ Research Paper No. 15-10. Available at SSRN: http://ssrn.com/abstract=2624750
Inside Higher Ed ponders the future of small evangelical colleges post-Obergefell:
Friday's Supreme Court decision that states must authorize and recognize gay and lesbian marriages could create major legal challenges for religious colleges -- primarily evangelical Christian colleges that bar same-sex relationships among students and faculty members. Or the decision may not create much of a legal challenge at all. Or it may create challenges, but not soon. ...
"Private institutions that dissent from today's reformulation of marriage must be prepared for aggressive legal attacks on all fronts," said Michael W. McConnell, the Richard and Frances Mallery Professor and director of the Constitutional Law Center at Stanford University Law School. ...
Michael A. Olivas, director of the Institute for Higher Education Law and Governance at the University of Houston and author of The Law and Higher Education, said that the Supreme Court ruling should prompt Christian colleges to rethink their policies. "In an area of social change that is as well defined as this issue is, why would any college want to violate the law by banning relationships that are not only legal, but if they led to marriage would be legal and recognizable in every jurisdiction in the country?" he asked
Olivas said that this issue will likely play out as the Bob Jones case did. ...
Olivas said he could see a "small" exemption for seminaries that train clergy, but not for most Christian colleges that train undergraduates and students for a variety of careers other than becoming a member of the clergy. For most religious institutions, he said, they would need to renounce tax exemptions to maintain their policies. "They can't have it both ways," he said.
And thus, thanks to Professor Olivas and his allies in the secular left, religious liberty likely will die a little bit more, so as to force religious colleges to adopt the changing mores of secular elites.
Last week, the House Appropriations Committee included in its 2016 appropriations bill for financial services agencies a provision that would prevent the SEC from developing rules that would require public companies to disclose their political spending. Although this provision is unlikely to become law, its adoption is regrettable. In our view, Congress should let the SEC do its job and use its expert judgment—free of political pressures in any direction—to determine what information should be disclosed to public-company investors.
The resignation of Mozilla CEO Brendan Eich over a personal $1,000 donation he made in 2008 in support of California’s Proposition 8 shows the dark side of campaign disclosure laws and how liberals are using them to intimidate, harass, and bully anyone who disagrees with them on social and cultural issues. ...
What has been happening in recent years is no different then what racist government officials in Alabama were trying to do in the late 1950s when they subpoenaed the NAACP’s membership lists.
The left-liberal community therefore will bring enormous pressure to bear on the three Democrat members of the SEC, whose increasing willingness to push through highly partisan rules on a 3-2 basis will make them easy targets.
What people like Bebchuk, Jackson, ands the other securities law professors they've recruited are doing is giving academic cover to a highly partisan attack. Their efforts to add a neutral patina to a biased project must be resisted.
I had the privilege of sitting in on a stimulating paper session on "Private Fiduciary Law" at the Law and Society Association conference in Seattle last month. The program featured some super work by some great scholars. My favorite piece from the session, however, is a draft book chapter written by Gordon Smith that he recently posted to SSRN. Aptly entitled The Modern Business Judgment Rule, the chapter grapples with the current state of the business judgment rule in Delaware by tracing its development and reading the disparate doctrinal tea leaves. Here is a summary of his "take," as excerpted from his abstract (spoiler alert!): "The modern business judgment rule is not a one-size-fits-all doctrine, but rather a movable boundary, marking the shifting line between judicial scrutiny and judicial deference."
In the mere 18 pages of text he uses to engage his description, analysis, and conclusion, Gordon gives us all a great gift. His summary is useful, his language is clear, and his analysis and conclusions are incredibly useful, imho. I am no soothsayer, but I predict that this will be a popular piece of work.
Securities and Exchange Commission Chairman Mary Jo White, speaking in Chicago on Thursday, said the SEC is developing rules that would make it easier for shareholders to vote on board candidates offered by investors, in competition with those pushed by the company’s management.
The possible new rules, which are at an early stage of development, focus on what is known as a “universal ballot,” a single voting form in contested corporate elections. Currently, voters in contested elections receive two sets of ballots, each featuring a rival slate of board candidates.
For investors and governance advocates, the proposed rules could bolster activist campaigns, as the universal ballot is widely seen as more helpful to outsiders trying to get a seat on a board, especially in seeking the votes of smaller investors.
The problems with this proposal are numerous:
It's a further federalization of issues best left to state corporate law.
It's another example of how the SEC is tilting the playing field between directors and shareholders in favor of activists.
As usual, many of the users will be activist union and state or local government pension funds seeking to advance a political agenda.