ProfessorBainbridge.com

Context matters

Overlawyered:

“Second Circuit: Repeated Use of ‘Bitch’ May Be Enough to Create Hostile Work Environment”

But what if you work in a veterinarian's office? Or a radio station that decides to have a 24 hour marathon of Elton John's "The Bitch is Back"?

Climate Change Disclosures

James McRitchie comments on recent trends in climate change disclosures, citing this piece of creative writing from Molson Coors' latest 10-Q:

While warmer weather has historically been associated with increased sales of beer, changing weather patterns could result in decreased agricultural productivity in certain regions which may limit availability or increase the cost of key agricultural commodities, such as hops, barley and other cereal grains … Increased frequency or duration of extreme weather conditions could also impair production capabilities, disrupt our supply chain or impact demand for our products. Climate change may also cause water scarcity…

If you were a Molson Coors investor, would you feel better informed after reading that?

We discussed climate change disclosure here at PB.com a while back when the SEC announced a new initiative in this area. We recommend going over and reading that whole post. For those that want to stay here, however, suffice it to say that I see the Molson Coors 10-Q as confirmation that SEC Commissioner Troy Paredes was right when he opined that:

There is a notable risk that the interpretive release will encourage disclosures that are unlikely to improve investor decision making and may actually distract investors from focusing on more important information. Here, it is worth recalling that, in rejecting the view that a fact is "material" if an investor "might" find it important, Justice Marshall, writing for the Supreme Court in TSC Industries, warned that "management's fear of exposing itself to substantial liability may cause it simply to bury the shareholders in an avalanche of trivial information — a result that is hardly conducive to informed decisionmaking."

I also take it as confirmation that I was right when I opined that:

Investors don't get much of value from disclosures as they were being made before this announcement and the most likely scenario is that the disclosures will become less rather than more valuable.

Quack Corporate Governance: Dodd-Frank's Executive Comp Disclosure Rule

Roberta Romano famously referred to Sarbanes-Oxley as "quack corporate governance." Much the same can be said of the new Dodd-Frank bill, as well.

Case in point: Section 953 requires that each reporting company’s annual proxy statement must contain a clear exposition of the relationship between executive compensation and the issuer’s financial performance. It further requires disclosure of “the median of the annual total compensation of all employees of the issuer,” except the CEO, the CEO’s annual total compensation, and the ratio of the two amounts.

The cognoscenti have known for some time that this requirement will be hugely burdensome:

[It] means that for every employee, the company would have to calculate his or her salary, bonus, stock awards, option awards, nonequity incentive plan compensation, change in pension value and nonqualified deferred compensation earnings, and all other compensation (e.g., perquisites). This information would undoubtedly be extremely time-consuming to collect and analyze, making it virtually impossible for a company with thousands of employees to comply with this section of the Act.

Now the word is getting out more generally. Today's Financial Times relates that:

US companies face a “logistical nightmare” from a new rule forcing them to disclose the ratio between their chief executive’s pay package and that of the typical employee, lawyers have warned.

The mandatory disclosure will provide ammunition for activists seeking to target perceived examples of excessive pay and perks. The law taps into public anger at the increasing disparity between the faltering incomes of middle America and the largely recession-proof multimillion-dollar remuneration of the typical corporate chief. ...

The rules’ complexity means multinationals face a “logistical nightmare” in calculating the ratio, which has to be based on the median annual total compensation for all employees, warned Richard Susko, partner at law firm Cleary Gottlieb. “It’s just not do-able for a large company with tens of thousands of employees worldwide.”

Disclosure is not free. The question always must be whether a dollar of corporate expense in generating the disclosure produces more than a dollar in value to investors. Section 953's costs will be enormous. The benefits to investors seem slight. Instead, as with so much of Dodd-Frank, the many benefits will flow to anti-corporate social activists who want to use the data for their own purposes.

Update: Usha Rodrigues comments:

Brandeis' sunlight works best when it's pretty clear that the darkness is hiding something. The classic example is related party transactions: if a company has to disclose whenever it engages in a transaction with its executives, the market will either punish it for engaging in management-enriching activity at the expense of the shareholders, or it will be less likely to engage in that activity in the first instance.

It's not at all clear that disclosure of CEO/average employee pay ratios will trigger the same reaction. On the contrary, the history of executive comp regulation by disclosure has taught us that disclosure can result in an arms race as executives demand pay packages at least as good or better than that of their peers. Even the most populist of shareholders will generally agree that you have to pay CEOs more than the average employee, and the intrafirm ratio seems like an odd metric for determining how much is too much. If a company has low-wage employees (e.g., Wal-Mart) the ratio will be higher than if it's a company with high-wage employees (a bio tech firm); does that mean the Wal-Mart CEO is being paid "too much"? Even more problematic for populist reformers, the FT article points out an unintended consequence of the new regulation: it favors companies that outsource or even off-shore jobs, since those low-wage earners won't be counted in the median employee pay numbers. Ooops.

When I was a kid, we didn't get any stinking $150 cab rides

Conor Friedersdorf is a guest blogger at Andrew Sullivan's place. He opines that:

The details of how elite law and business consulting firms recruit astonish me every time I hear them. Even getting an interview often requires attending an Ivy League professional school or a very few top tier equivalents. Folks who succeed in that round are invited to spend a summer working at the firm, the most sane aspect of the process.

But subsequently, they participate in sell events where they're plied with food and alcohol in the most lavish settings imaginable: five star resort hotels, fine cigar bars, the priciest restaurants. A fancy dinner will be scheduled in a faraway city. Summer associates will fly there that evening, spend several hundred dollars on the meal, spend the night in a hotel, and fly back the next morning in time for a 10 am client meeting. They'll expense steak dinners or $150 cab rides without a second thought. The whole process is designed to appeal to their status conscious side, to accustom them to a kind of luxury that requires them to retain highly paying jobs, and to keep them busy enough during their summer tryout that anyone unable to commit their whole lives to the firm won't stick around.

It wasn't that way when I was a summer associate or a practicing lawyer, but then again those were back in the days when the world was still in black-and-white. We actually used things called Wang workstations instead of PCs and phones were plausible instruments of homicide instead of minicomputers. Plus, we had to walk to work in the snow. Uphill. Both ways.

But maybe I just worked at the wrong firms. Or maybe the world has changed. Because over at Above the Law we learn that for some folks the 2010 summer associate program was pretty plush:

• Summer associates at this litigation powerhouse brag that their “workload is super light,” completing one to five assignments over the course of the 12-week summer program, and typically spending about five hours a day on billable work.  Just don’t expect to be making the lunch rounds at the city’s trendiest restaurants.  Summers eat in at the firm’s dining room, which serves free but “excellent” lunch daily.
• It certainly pays to have high-profile clients at this firm, which treats its summer associates to unique social events like the Tony Awards and the NBA Draft.
• The line between summer and full-time associates is blurred at this firm, with summers “put[ting] in well over 80 hours” during some weeks to complete 15 or more assignments during the eight-week summer program.  Despite their high work demands, these summer associates still find the time to be do-gooders by volunteering to cook at the Ronald McDonald House for kids and their families.
• The good old days never left this firm.  Summer associates typically bill about four hours a day on assignments, leave at 5:30 p.m., play softball at Fenway Park, and still get 100% offers. But you might want to think about taking an extended post-bar trip, since you might not start work on time as a first-year associate.
• No complaints at this firm, which gives summer associates “exactly the work that they want” and still provides a “very generous” $65 lunch budget in New York.  Be sure to brush up on your foreign language skills; one-third of the summer class gets to spend up to three weeks working in one of the firm’s overseas offices

WTF? Why didn't White & Case send me to the NBA draft? Arnold & Porter never let us play softball at RFK stadium either. I wuz robbed.

On a serious note, I find it puzzling that some summer associate programs were so plush in this job market. One would think things are so tight that firms could feed associates bread and water and still have the associates walk on hot coals to get an offer.

Thoughts? Comments? (Trolls from the O'Donnell post will be banished.)

How this year's fantasy playoffs could be affected by next year's lockout

I hadn't considered this issue, but now it seems obvious:

With players and coaches facing future financial uncertainty given the threat of a lockout in 2011, the product on the field could suffer late this season, Dungy said. Players without long-term financial security will have less incentive to play through minor injuries and coaches could be distracted as they look to the college ranks for a financial safety net.

"I do think it's going to have a great effect coming down the home stretch," Dungy said Monday on an NBC conference call. "If this thing is not settled, you're going to have players who are saying, 'Hey, what about me? What's going to happen to me in 2011? I'm a little bit nicked up. Should I go out there, I don't have a contract for next year.'

"You're going to have assistant coaches who are saying, 'Hey, we might not have a job next year. Maybe I should get on the phone and start calling these different colleges as these openings come up.' "

Fellow NBC analyst Rodney Harrison agreed.

"If they're in a situation where their contract is up and they've managed to get through 14, 15 weeks or 13 weeks and all of a sudden, they have a little contusion on their knee or a sprained ankle or bruised ribs, they're not going out there if they don't have their money,'' Harrison said.'

And those are precisely the weeks when those of us who play fantasy football will be fighting for our league championships.

Obama versus Reagan

Marc Hodak compares Obama to Reagan, much to the former's disadvantage.

5 Things Tom Coburn Said that I Liked

I'd love to see a transcript or video of Senator Tom Coburn's town hall meeting from last Friday. As reported, he blasted both left and right, saying some things with which I find myself in near complete agreement:

• "If the conservatives in Congress gain control and don't live up to expectations," he said, "the Republican Party will be dead." 

And deservedly so.

• The problem is, we have allowed the military-industrial complex to make things unaffordable. ... When the cost of an F-35 triples during development, something's wrong." 

I don't know how much money it takes to defend America, but surely there's got to be ways of doing so more efficiently

• Newt Gingrich is "the last person I'd vote for for president of the United States. His life indicates he does not have a commitment to the character traits necessary to be a great president." 

Damn straight. Of course, in my book, the same thing can be said -- albeit in each case for various reasons -- of Barack Obama, Joe Biden, Sarah Palin, and Mitt Romney, just to name a few.

• He said schools "are no longer about kids, they are about teachers' unions,"

Yep.

• Coburn also repeated what has become a popular line among conservatives - that "no one has ever been hired by a poor person" - to support tax breaks for the wealthy and corporations.

I guess it ill-behooves me, as someone who has suckled at the government's teat for most of his working life, to concur. But I'll concur anyway.

The Tea Party's Challenger to Mike Castle

Here at PB.com, we take a natural interest in Delaware politics. After all, since one of our key policy preferences is keeping the federal government out of corporate governance and keeping Delaware # 1 in that field, we have a lot invested in Delaware's state and local politicians.

I strongly support Mike Castle's bid to be the next US Senator from Delaware. He's a highly electable Republican moderate with a good record on business and corporate governance issues. (Check out his issues page.) Delaware is not, as far as I can tell, a hot bed of conservatism these days. A far right GOP candidate would considerably raise the likelihood that the Democrats retain this seat.

Unfortunately, Castle's got a challenger named Christine O'Donnell who apparently is going to pick up support from the Tea Party folks. I checked out her web site and was appalled by her issues page. On top of reflecting about a 6th grade writing style, it is one of the most intellectually dishonest document's I've read in ages. Examples:

• Accuses Castle of voting "to subject children to out-of-state abortions without consent of parents." To subject? The implication is that there is something coercive going on.
• Accuses Castle of " the bill to destroy, exploit and experiment on unborn children as scientific lab-rats." I don't support embryonic stem cell research, but this is an outrageous way of describing an issue on which reasonable people can and do differ
• Accuses Castle of "Voted to ban exploration for American energy, keeping gas prices high." The implication is that he voted to keep gas prices high.
• Accuses Castle of "Voted to allow liberal activist judges to strip “under God” from the Pledge of Allegiance, against the Constitutional protection of marriage, and against educational choice for parents with children in failing schools." Prove it. Identify the votes.
• Says that she "Believes our country was founded on core values of faith, family and freedom and will fight to defend those values." Great. Another culture warrior. If she really intended to fight for freedom, she'd have to include the freedom to disagree with those alleged core values. But I doubt that is the kind of freedom she has in mind.
• Says that "Christine’s strong support of 2nd Amendment rights has earned her an “A” rating from the NRA." Great. Just what this country needs. More guns.
• Says she opposes "outsourcing our foreign policy to the U.N." Who the hell doesn't? Does she really think Mike Castle wants to do that?  BTW, does she see black helicopters everywhere?

I've been a Burke/Kirk/Buckley/Neuhaus conservative for ages. And one thing conservatives don't do is to let the perfect become the enemy of the good. We leave that for fundamentalist extremists

Mike Castle and his ilk are good center-right people who should be welcome into a broad-based governing coalition. He's won 13 state-wide races as a Republican, for Gawd's sake. Tossing out a smart, highly electable guy like Castle in favor of somebody like O'Donnell makes no sense to me. If she wins the primary, she'd be almost certain to lose the general election.

The latest Rasmussen poll reports that:

A new Rasmussen Reports telephone survey of Likely Voters in the state finds Castle picking up 49% of the vote, while Democrat Chris Coons gets 37% support. ... Conservative activist Christine O’Donnell, who is challenging Castle for the GOP Senate nomination in a September 14 primary, now runs 10 points behind Coons.

And, if she won the general, and the quality of her issues page is any measure of her firepower, she'd be ineffectual at protecting Delaware's interests.

If the future of American politics is having to choose between people like Sarah Palin and Christine O'Donnell on the one hand and Nancy Pelosi and Barbara Boxer on the other, count me out. (Not to pick on women. They just sprung to mind.)

So I'm sending Castle some money. You should too.

Comments are off because I really don't feel like paying for bandwidth for the usual trolls.

Corporate Law and Governance Blogs

JW Verret posted a list of corporate law blogs he regularly reads. I read all of the ones he cited, plus a few more:

Professor Bainbridge.  Our good blog neighbor comments on the latest developments in corporate law and securities regulation.  Posts range from practical advice on the evolution of corporate law to snippets of Professor B’s latest academic work.  Insightful political commentary is a secondary theme of the blog.   And on occasion, you’ll get a splash of gourmet guidance and wine suggestions.

Delaware Corporate and Commercial Litigation.  Francis Pileggi provides the leading source for up-to-the-minute updates about the latest developments in Delaware corporate and contract law through case summaries that are always hot off the presses.

The Conglomerate.  An eclectic mix of commentary about business law and society.

Jim Hamilton’s World of Securities Regulation.  Extensive commentary on breaking developments in securities regulation and financial law.  The posts are long and detailed, but very much worth you time to read in full.

The D&O Diary: Director’s and Officers Insurance.  Kevin LaCroix keeps his readers informed about developments in major federal securities class actions, trends in those cases, and developments in the D&O insurance field.

The Deal Professor.  Insightful commentary about the latest happenings in the M&A world.

Corpgov.net.  Always good to keep an eye on what the other side is up to.  Jim McRitchie blogs about the latest developments in shareholder activism.

The Harvard Law School Corporate Governance and Financial Regulation Forum.  A Forum of guest posts by some of the leading academics and practioners in the field of corporate governance.  The type of posts span from abstracts of new academic papers by leading law or finance scholars to summaries of new white papers by law firms.

Truth on The Market.  Of course!

The Corporate Counsel.  Broc Romanek and Dave Lynn provide inside information about developments in securities law and happenings at the SEC.

The Race to the Bottom.  Jay Brown’s platform for critiquing the Delaware approach to corporate law is not one I tend to agree with, but I have to admit that his analysis is careful and insightful.

Securities Law Prof Blog.  Barbara Black provides summaries of new papers in the field, new cases, and developments at the SEC.

I'd add to this list a few more, some of which are a little to a lot tangential to corporate law, but I think are nevertheless useful for a corporate law professor/practitioner:

• Above the Law: Essential BigLaw and law school gossip site
• Bus Law Prof Blog: The corporate end of Paul Caron's empire
• Delaware Business Litigation Report: Not as timely or useful as Pileggi's blog, but it's a second opinion on the body of law that matters most
• Leiter's Law School Reports: Keeping up to date with the business of law prawfing
• Less than the least: Skeel doesn't post enough, but his bankruptcy and corporate insights are useful, plus it's a way of keeping up with my friend Bill Stuntz's health
• Marginal Revolution: Best of the econ blogs
• Overlawyered and Point of Law for keeping up with litigation excess 
• Tax Prof Blog: Keep up with tax and get law school gossip
• The DefiningTension.com: Best Dutch corporate law blog, the best European corporate law blog, and an interesting voice when commenting on US developments. (English language)
• The WSJ's Deal Journal and Law Blog: Good way to keep current on big deals and general business law

Ribstein on Access

Larry decides to be as charitable as possible and still comes out against new Rule 14a-11:

Let’s start out with the heroic assumption that more shareholder proxy access might be a good thing to offset excessive managerial power under state law. I don’t believe that, but I’m assuming it for the sake of getting to the nub of the problem. Based on this assumption, the SEC’s amendment to Rule 14a-8 clarifying that shareholders may use the rule to propose proxy access makes sense.

I will go further and assume for the sake of argument that it was constructive for the SEC to provide in Rule 14a-11 for its own version of proxy access for 3%-3-year shareholders. I am very sympathetic with the argument of former SEC Commissioner Paul Atkins and in a WSJ editorial that this rule was designed to, and does, favor unions, who are uniquely able to maintain such substantial holdings for this period, and to disfavor hedge funds, which cannot. Indeed, I would go further and say that there may be many reasons why this rule perversely unbalances corporate governance. But I suppose that one might make similar arguments against any version of SEC-imposed proxy access, and I’m going to be as charitable as possible.

The real problem is that the SEC has barred any possibility for the shareholders or state law to provide for less proxy access than under the new rule. How can a rule that bars shareholders from making certain types of governance rules, either directly or by choosing the state of incorporation, increase shareholder participation in governance?

Perhaps the answer is that shareholders shouldn’t participate in governance because they are too easily manipulated and misled and simply don’t know what’s good for them. Rather, the SEC knows best.

But as dissenting Commissioner Paredes points out, this is inconsistent with the whole point of proxy access and with the SEC’s stated intent to “facilitate the effective exercise of shareholders’ traditional state law rights.” Dissenting Commissioner Casey also said:

[T]he adopting release goes through a jiu-jitsu exercise of purporting to give deference to state law and to increase shareholder choices under state law, when in fact the rules do exactly the opposite. As a result, the logic does violence to our historical understanding of the roles of federal securities law, state law, shareholder suffrage and private ordering, with potentially far-reaching implications. * * *

Consider the most obvious anomalies: If the shareholders can’t be trusted to decrease proxy access, why should they be trusted to increase it? If we fear that managers, even with the new proxy rule, can still manipulate shareholders, then why trust the shareholders to do anything? And if the shareholders can’t be trusted, why should the securities laws force firms, at great cost, to inform shareholders so they can participate in the proxy process? In other words, the rule is fundamentally inconsistent with the whole point of the securities laws to provide the disclosure necessary to enable the shareholder to be effective governors of their firms.

Proxy "Rules for Radicals"

Great editorial in today's WSJ on proxy access:

The Reaganites who came to Washington in 1981 used to say that "personnel is policy." Flash forward to 2009 at the Securities and Exchange Commission, where Chairman Mary Schapiro handed senior roles to former union pension fund officials and last week rewarded such funds with more influence over corporate America.

With another of her patented 3-2 party-line votes, Ms. Schapiro has given the big pension funds a power they have never had—the ability to force their preferred candidates for board directors on the proxy ballots that public companies must send to shareholders. ...

Sold in the name of "shareholder democracy," this new rule will mainly be used not by mom and pop investors, but by union funds and other politically motivated organizations seeking to force mom and pop to support causes they otherwise would not. ...

Chairman Schapiro's new proxy rule is a weapon to extract political concessions unknowingly underwritten by shareholders. Activist groups and union-led pension funds will come knocking on a corporation's door threatening to run opposition candidates if, for example, the firm doesn't endorse ObamaCare, or won't stop supporting the U.S. Chamber of Commerce. ...

Former SEC general counsel Brian Cartwright, now at Latham & Watkins, notes that the new SEC rule is right out of the famous playbook of community activists, Saul Alinsky's "Rules for Radicals." He quotes Alinksy reflecting that until a campaign against Eastman Kodak in the 1960s, '[n]o one had ever organized a campaign to use proxies for social and political purposes.'"

Mr. Cartwright adds that, "Alinsky was so excited by his new idea that he trumpeted the proxy tactic as 'one of the single most important breakthroughs in the revolutions of our times.'" Coming from a different point of view, the late, great Peter Drucker once warned in a famous essay about "Pension-Fund Socialism."

Says Mr. Cartwright, "At a moment when our economy is tottering, millions are unemployed with little hope of relief, and American economic dominance is challenged by aggressive new competitors in Asia, a bare party-line majority of the SEC has embarked on a grand experiment in politicizing the leadership of our businesses."

And so the successors of Jimmy Hoffa and Tammany Hall join hands with the acolytes of Saul Alinsky. The things that go bump in the night are real. Somebody needs to star bumping back.

Rate The Unseen Academicals

The final fantasy draft of the year is over. It's a 10 team H2H league using pretty standard PPR scoring. I drafted 2d in the first round of a 15 round snake format draft.

Rd 1: Adrian Peterson RB-MINN; Pick-2

Rd 2: Roddy White WR-ATL; Pick-19 I had hoped to get Tom Brady with this pick, but somebody snaffled him at 18. There had been a run on WRs in the middle of this round and White was one of the last elite choices on the board.

Rd 3: DeAngelo Williams RB-CAR; Pick-22 Pretty much the last top 10 RB on the board. So I went old school with two RBs in the first 3 rounds. As you’ll see, this may have been a mistake. I missed out on all the elite QBs.

Rd 4: Wes Welker WR-NE; Pick-39 Solid WR2s were flying off the board, although maybe I should have gone T. By the time I got back to TEs, the top 7 or so guys had already been taken. Fortunately, other than Clark and Gates, I think the gap between the top guys and Daniels will be pretty narrow. Plus, I ended up with a solid alternative to use in a TEBC system.

Rd 5: Jay Cutler QB-CHI; Pick-42: My decision to go old school in Rd 3 cost me. In the intervening 20 picks, Phillip Rivers and Matt Schaub had gone off the board. With Brees, Rodgers, Manning the elder, Brady, and Romo having gone in the first two rounds, the pickings at QB were getting slim. Cutler burnt me bad in the early going last season, so I was loath to take him, but should I have gone with Flacco or Manning the younger? At least the Bears are likely to be a passing team. This is the pick that must pay off.

Rd 6: LeSean McCoy RB-PHI; Pick-59: I like him as a potential flex starter in a PPR league

Rd 7: Owen Daniels TE-HOU; Pick-62 He did great for me last year until he got hurt. I think he was good value here.

Rd 8: Dallas Cowboys DEF; Pick-79 The days of waiting until the next to the last round t take your DST are over, at least in the leagues I play. DSTs had started coming off the board in Rds 7 and 8

Rd 9: Percy Harvin WR-MIN; Pick-82 I guess the migraines scared people off. With Sidney Rice out, however, his potential value shot up in my book. Getting him in Rd 9 struck me as my biggest steal of the draft.

Rd 10: Michael Bush RB-OAK; Pick-99 If Darren McFadden gets hurt, I’ll have gotten a bell cow in Rd 10. Even if McFadden doesn’t get hurt, he should be the Raiders # 1 RB, which will make him useful as a matchup-based flex option.

Rd 11: Mason Crosby K-GB; Pick-102 The world has changed when kickers start coming off the board in Rd 10. I violated one of my principles by not waiting until the next to the last round to take a kicker, but I didn’t want to end up with somebody like Tynes again.

Rd 12: Zach Miller TE-OAK; Pick-119 Some folks have him ranked as a top 10 TE. I’ll use him as a matchup-based committee with Daniels. Good value here, I think.

Rd 13: Julian Edelman WR-NE; Pick-122 He’s here to handcuff Welker

Rd 14: Chad Henne QB-MIA; Pick-139 Gamble with a potential sleeper, since most other QBs still on board had same week 8 bye as Cutler

Rd 15: Chester Taylor RB-CHI; Pick-142 He’s here to be cut.

Here's what the rate my team calculator thinks of my draft:

Old school!

Make no mistake about it: this team is about strength at the running back position. And we think it will be the league favorite or very close to it. Somewhere Terrell Davis is smiling.

Nonetheless, we'd be remiss if we didn't at least mention the relative lack of strength at quarterback and receiver. These are usually survivable weaknesses, but we'd feel better if we knew you were committed to zealously scouring the waiver wire for this year's emergent players at QB and WR. Getting a breakout player at one or both of those positions would take your already-good team to the next level.

Players we particularly like on this team include Wes Welker, LeSean McCoy, DeAngelo Williams, Michael Bush, Chester Taylor, and Mason Crosby. We have all these guys ranked ahead of where they are typically being drafted. ...

QB Summary: We have Jay Cutler rated #8 among quarterbacks, which makes him a viable starter if not an exciting one. And we're not crazy about Chad Henne (ranked #18 among quarterbacks) as a backup. If Cutler turns in the season we expect, this position won't ruin you, but it probably won't be a strength either. And if things go wrong, it could be a long year at QB.

No sh*t, Sherlock.

RB Summary: Nice work here. We like both your starting running backs, as our projections indicate that they give you a combined 4.0 point-per-game advantage over an average opponent in this league. Our projections have Adrian Peterson ranked third and DeAngelo Williams ranked seventh.

Your bench also looks good. LeSean McCoy looks great as a third running back; he's a likely flex starter. Michael Bush should also be solidly above average at RB4....

WR Summary: Depth is a serious concern, but we do like your starting group, particularly Wes Welker as a second receiver. We figure them at a combined 1.1 points per game better than an average opponent in this league. Roddy White is our sixth ranked WR, and we have Welker at #11.

Percy Harvin is a little below average as a third receiver. Julian Edelman is also a liability at fourth receiver.

Roddy White is ranked #2 by some of our writers, which would make him an above average first receiver.... Some members of our staff have Percy Harvin ranked as high as 17th, which would make him a great third receiver and even a legitimate WR2.

I think they have Harvin underrated and Edelman is here just as a handcuff for Welker in case he's dinged early. But depth is an issue. I'm going to look at the FA WRs and maybe swap Taylor for the best of that lot.

TE Summary: Zach Miller is just OK as a starting tight end (we have him ranked #9). So the selection of Owen Daniels, who we see as a solid backup, was wise.

Hmmm. I have it the other way around.

Kicker Summary: With Mason Crosby, you should be above average at the position.

Defense Summary: When you don't have an elite defense, one option is a committee approach.

I actually think Dallas could be a top DST this year. I've seen them ranked as high as 5th.

The top 100 football players by jersey number

SI.com's ranking of the 100 best football players ever by jersey number (i.e., the best player who ever wore that jersey number for each number from 00 to 99) has some controversial picks. Tom Brady versus Terry Bradshaw at 12, for example, is a classic case of how hard it is to compare players from different eras. How do you compare a 4 time winning Super Bowl QB who played when his team threw less than 40% of the time to a three time winner who gets to throw maybe 60% of the time?

But they also got some things right, IMHO, most notably picking Sonny Jurgensen at # 9. I became old enough to be cognizant of football towards the end of Sonny's career, but he's still my favorite QB of all time. John Riggins at # 44 also meets with my approval.

But since quibbling is more fun than agreeing, let's run through the list to find some other quibbles:

• Donovan McNabb over Paul Hornung at #5: If McNabb gets an award named after him, we can talk, until then, no
• Otto Graham at # 14 over Don Hutson, who dominated his era as no one else in NFL history? I don't think so
• Eddie George over Ken Houston at # 27, who intercepted 49 passes, recovered 21 fumbles, gained 1,498 return yards (on interception, fumble, blocked field goal, kickoff, and punt returns), and scored 12 touchdowns? Nope. Is it a bias towards offense?
• Marshall Faulk over Darrell Green at # 28 is egregious in my book, but I'm a homer
• Junior Seau over Derrick Brooks at # 55 is a very close call
• Otto Graham gets in twice, beating out Chuck Bednarik at 60: I think the last of the great 2 way players deserved it
• Tim Krumrie will eventually be overtaken by Jared Allen at 69, if he hasn't already been
• Alex Karras over Tony Boselli, Fred Dean, Walter Jones, and Charles Mann at # 71? I don't think so--sorry, Mongo. But what a great bunch of players wore that number.
• Lou Groza over Marion Motley at 76 is another tough call ... Motley broke the color barrier and was a key player in the dominant Browns teams back in the AAFC days
• Tim Brown over Dick Night Train Lane at # 81? I don't think so. Lane had 14 INTs in his rookie season when they only played 12 games and went on to become one of the most feared DBs of all time
• I would have gone with Gino Marchetti over Mike Ditka at #89 for sentimental non-football reasons--I loved eating at Gino's drive-in just outside Fort Meade when I was a high school kid, but as a football matter they got it right

Anyway, it's a fun list with lots of great SI covers and photos.

Why Proxy Access is not a Valid Response to the Financial Crisis

Christopher Bruner nails it:

In its overview of the amendments (the opening paragraph, in fact), the Commission notes that when it proposed proxy access last year, it “recognized at that time that the financial crisis … heightened the serious concerns of many shareholders about the accountability and responsiveness of some companies and boards of directors to shareholder interests,” raising “questions about whether boards … were appropriately focused on shareholder interests, and whether boards need to be more accountable for their decisions regarding issues such as compensation structures and risk management” (at 7). Proxy access, it is suggested, “will significantly enhance the confidence of shareholders who link the recent financial crisis to a lack of responsiveness of some boards to shareholder interests” (p. 10).

Offering up proxy access and other forms of shareholder empowerment as a response to corporate governance problems precipitating the financial crisis is absurd. To the extent that excessive risk-taking led to the crisis, reforms like proxy access – aiming to empower the corporate constituency whose incentives are most skewed toward greater risk – simply don’t add up. As I discuss in a recent paper examining U.S. and U.K. corporate governance crisis responses, the fact that the far greater governance power of U.K. shareholders appears to have done little to mitigate the (very similar) crisis over there ought to give pause to those suggesting that augmenting shareholder powers will prevent future crises over here. Moreover, even if shareholder empowerment made sense in financial firms, it remains unclear why this would justify altering the balance of power between boards and shareholders across the universe of public companies. Perhaps recognizing the weakness of the crisis rationale, the SEC places it in the shareholders’ mouths by styling it a matter of investor confidence. But this doesn’t alter the flaws in the argument itself.

Alan Simpson Didn't Need to Apologize

You probably heard that Alan Simpson compared social security to "milk cow with 310 million teats" (some accounts have him using the word tits). Many idiots are offended. They range from the professional victim crowd to liberals who are cynically using it as an excuse to get a deficit hawk off the Obama deficit reduction commission.

Reportedly, Simpson has apologized. He should have just told his critics to go f*ck themselves. The image of special interest groups (even ones with millions of members) suckling at the government teat is an old and honorable metaphor in American politics.