ProfessorBainbridge.com

I'm Sick of People Thinking Vegan Food is Healthy

There's a restaurant near my house in LA called Native Foods. It's busy every time I walk by. While other places struggle to bring in customers, this one is exploding, and not just in my neighborhood. In the past year, Native Foods has gone national. And guess what: It's completely vegan. No meat, no dairy, no animal products whatsoever. And it's not the only example of the vegan takeover.

Meat- and dairy-free restaurants are all the rage these days, and a lot of carnivores are devoted customers. That's all fine with me. The only problem is, many people add vegan food to their weekly routine because they assume it's healthier. Those people are wrong and I'm sick of people thinking that all vegan food is healthy.

via www.bonappetit.com

Go read the whole thing.

Some advice, from a student, for profs at Catholic Law Schools

What I’d like to suggest to all Professors is this: if you’re at a University that allows you to be visibly Catholic, take advantage of that opportunity next semester (you can’t start mid-semester; that would be weird).  It doesn’t have to be anything dramatic -- part of the strength of the Contracts prayer was that it was said without any hint of the theatrical, it just set the intention for a class where few of us felt “delicate to interpret or ready to speak.”  From the perspective of someone who wasn’t always Catholic, this kind of prayer isn’t confrontational or in-your-face.  It’s nice.

via mirrorofjustice.blogs.com

The lead up to that conclusion is well worth reading.

Pileggi's list of the key recent Delaware cases

Key Delaware Corporate and Commercial Decisions in First 4 Months of 2012

via www.delawarelitigation.com

As always, a tremendously useful resource.

Volcker Rule Roundtable

To explore the challenges of implementing the Volcker Rule, the Penn Program on Regulation (PPR) and the law firm of Morrison & Foerster LLP recently hosted a roundtable discussion in Washington D.C. The roundtable brought together representatives from the financial industry, government, legal profession, and scholarly community for an intense discussion of the core challenges presented by the rule. 

via www.law.upenn.edu

Good summary of what must have been a very interesting program.

Cannabis, Collectives, Cooperatives And The California Corporations Code

In reviewing recent California cases involving the Corporations Code, I was surprised to see several recent, published and and unpublished opinions dealing with marijuana dispensaries.  I never would have imagined that California’s laws governing marijuana would require the courts to refer to the Corporations Code.

via CALCORPORATELAW.COM

Once again, we see that corporate law is pervasive.

Has The U.S. Gone Too Far In Enforcing Insider Trading Laws?

The recent U.S. government probe of insider trading at hedge fund firms is threatening to change the very meaning of insider trading. While previously only market-moving information was under the insider trading microscope, now, for the first time, the government is questioning the legality of any type of information.

In doing so, authorities are coming dangerously close to criminalizing market research itself.

via www.finalternatives.com

Factually dated, but still well worth reading because the crusade continues.

Diversity Training Doesn’t Work, But It Persists Anyway

Diversity training doesn’t work, according to an article in Psychology Today. In it, Peter Bregman notes, “Diversity training doesn’t extinguish prejudice. It promotes it.”

But don’t expect it to stop

via rightcoast.typepad.com

Tom explains why it'll persist.

Rules, Principles, and the Competition to Enforce the Securities Laws

Though the Securities and Exchange Commission (SEC) is the primary securities enforcer, multiple enforcers are active in enforcing the securities laws. Some scholars argue that enforcement should be centralized to eliminate or control enforcers with incentives to overenforce, while others contend that competition checks the SEC from a tendency to underenforce. The debate is characterized by a focus on whether the system produces an optimal quantity of enforcement.

This Article assesses the centralization debate through a different lens, emphasizing differences in the quality of enforcement, particularly the values that influence and are expressed by enforcement. To frame the discussion, it draws a distinction between two categories of enforcement: rule-enforcement and principle-enforcement. Rule-enforcement is less costly and controversial than principle-enforcement because specific rules tend to reflect the technical requirements of an administrative regime while general principles can reflect a wider range of values.

Enforcers differ in their approach in taking on the cost and controversy of principle-enforcement. Industry enforcers are likely to interpret principles narrowly based on industry values. Regulatory enforcers such as the SEC may find it difficult to adequately enforce principles because of the pressure of implementing consistent regulatory policy. Public-values enforcers such as federal prosecutors and state attorneys general are willing to enforce principles in light of social values but may overreach because of political ambition. Entrepreneurial enforcers such as class action attorneys are most willing to invest in principle-enforcement but also have a tendency to bring questionable cases for profit.

The choice between a centralized and decentralized enforcement system is fundamentally a choice between a one-dimensional and multidimensional conception of the values relevant to securities enforcement. Proposals to centralize securities enforcement are motivated by a desire to eliminate the conflicts that can arise between enforcement approaches that reflect different values. The cost of such centralization is that the advantages diverse enforcers bring to the table will be eliminated. This Article concludes that a decentralized system is best justified by recognizing the particular strengths of different enforcers rather than focusing on whether an optimal amount of enforcement is produced.

via papers.ssrn.com

Very interesting paper from James Park

Updated comment policy

Here.

ISS comp practices called into question

An alert reader passed along some helpful information on my March 29, 2012, blog, "ISS Proxy Statement: Do as I Say, Not as I Do?," pointing out that a review of the annual proxy statement filed by the parent company of ISS (MSCI, Inc) revealed an assortment of pay practices that ISS routinely criticizes, including the combined role of CEO and chairman, discretionary annual bonus determinations, long-term incentives that are heavily based on restricted stock units, and single trigger long-term incentive vesting on certain changes-in-control for awards.

ISS did not analyze MSCI, as they were conflicted. Rather, ISS retained corporate governance and proxy voting firm Manifest for the second year running to prepare the pre-meeting research for the MSCI meeting. Manifest gave MSCI's remuneration a "D" grade!

via www.winston.com

Soon every UC faculty member will have a personal senior manager: Is this a good way to spend money?

In a letter to the UC Davis community, Chancellor Katehi and Provost Lavernia declared that we should work collectively “to address today’s major budget cuts, which come as a consequence of the state’s decade-long disinvestment in higher education.” I think there is a more immediate target for constructive change that would balance the UC budget.

It’s true that UC’s share of the state’s general fund has been declining (from 7.5 percent in 1967-68 to as low as 3 percent in recent years, according to the California Postsecondary Education Commission[1]), but that has been a steady trend. The more immediate reason for the current enormous increases in student fees, and for the sudden need for employee furloughs, is the startling recent growth of UC’s senior management. Data available from the UC Office of the President shows that there were 2.5 faculty members for each senior manager in the UC system in 1993. Now there are as many senior managers as faculty.[2] Just think: Each professor could have his or her personal senior manager.

via keepcaliforniaspromise.org

The post goes on to detail the expensive growth of the UC bureaucracy.

Federal Securities Regulation: Are We Moving Toward Merit Review?

Last week I blogged (here) about the possibility that the Supreme Court’s apparent increasing willingness to strike down regulation of corporate speech as contrary to the First Amendment could lead to a reconsideration of merit review as a part of our federal securities regulation regime (it is already a part of many states’ blue sky laws).  The next day, Stephen Bainbridge responded: "No thanks!" (here).

via www.theracetothebottom.org

He responds to my criticisms of merit review point by point. I remain unpersuaded.

Smith-Madrone Cabernet Sauvignon (Napa Valley) 2001

Since last noted in 6/2010, this Spring Mountain-sourced Cabernet Sauvignon has continued to improve with additional age. Although it still has a lot of fruit (cassis and kirsch spring to mind as apt flavor associations, as does cola), it also exhibits a growing set of maturity markers such as cedar and tobacco. Excellent match for steak frites. I like it a lot.

Grade: A-/A

Iron Horse Unoaked Chardonnay (Russian River Valley) 2008

For dinner tonight I made prawns in a white wine and tomato broth (from a recent Wine Spectator recipe). The recipe called for an unoaked Chardonnay and suggested the same as a drinking match. I'm a fan of this style, having sampled a fair number in New Zealand some years ago. Unfortunately, it's not a style that's easy to find here in the USA. But the good folks at K&L Wines set me up with this Iron Horse.

It's a lovely wine that makes a nice change from the oaky style of Chardonnay. And a great choice for this recipe, which features the sort of light broth you have to mop up with pieces of french bread. Oak would have ruined the broth and conflicted with it on the palate.

Stone fruits (white peach?) and citrus (pineapple? Meyer lemon?) dominate both the bouquet and the palate, with a touch of pear and a dash of Chablis-like minerality. Crisp. Pretty long finish or an unoaked white.

Grade: B++

Wild Turkey American Honey versus Jack Daniels Tennessee Honey

Regular readers know that come the weekend I like to enjoy a post-dinner Dunhill Peravia cigar with a relaxing adult beverage. In the winter months, the tipple of choice is Dow Tawny Port. Ten year old most nights, but I'll spring for 20 year old when I feel like pushing the boat right out. Forty year old for my birthday. When it gets hot out, however, port no longer refreshes. Instead, it cloys and tastes mainly of alcohol.

So I switch gears. Oddly enough, to a higher alcohol tipple. Since my college days, the summer month post-dinner drink of choice was Wild Turkey Liqueur on ice. (Lots of ice.) A few years ago they changed the name to American Honey, reflecting the fact that it is a blend of bourbon whiskey and honey liqueur. A bit hard to find, but well worth it.

Today, however, there is a new competitor(s). The resurgence of interest in brown liquors and, especially, whiskey has been accompanied by new whiskey-based liqueurs. (The less said about Jim Beam's Red Stag cherry flavored bourbon, the better IMHO.)

Lately I've been seeing Jack Daniel's Tennessee Honey liqueur practically everywhere. Because it's now easier to find than American Honey, I've been trying it.

As a preliminary matter, I must confess that straight whiskey is not my tipple of choice in this setting. As suggested by my love of Port, when it comes to a post-dinner drink with a smoke, my sweet tooth demands satisfaction. Hence, my preference for whiskey-honey blends.

Tasting the two side-by-side tonight as I enjoyed a Peravia after watching the first round of the NFL draft, I concluded that I still prefer Wild Turkey's American Honey. The Wild Turkey liqueur is a bit more syrupy. The honey elements are less assertive, but the finish is still softer and sweeter.

The Tennessee Honey is thinner. It has a much longer finish, but a much less pleasant one. There is a mixture of nutty, vegetal, and smoky flavors on the finish that isn't very pleasant (to my palate).

The nutty/vegetal elements of the Tennessee Honey also don't mesh as well with the creamy vanilla, buttered toast, cedar flavors of the Peravia as do the citrus and sweet flavors of the American Honey.

In sum, American Honey is harder to find (at least in LA) than its new competitor, but I still prefer it.