ProfessorBainbridge.com

Toby and his tennis ball collection

It's been a while since I posted a dog picture, so why not?

I'm now an official Green Bay Packers stockholder

My share of stock in the Green Bay Packers has arrived. I now "own" (if you can call it that) a small slice of NFL history. So goodbye Washington Redskins, the team of my youth and middle age, and good luck to you. God knows you're going to need it as long as Dan Snyder owns you.

And hello Packers, the team of my old age.

Glen Alden Coal and Farris v. Glen Alden Corp.

I've recently started collecting stock certificates and the like of companies that were involved with sufficiently famous corporate law cases to make it into the casebook that I co-edit with Bill Klein and Mark Ramseyer. Here, for example, is a stock certificate for Glen Alden Coal, the predecessor to the Glen Alden Corporation that featured in Farris v. Glen Alden Corp.

By 1958, although Glen Alden was still "engaged principally in the mining of anthracite coal," it had expanded into the "manufacture of air conditioning units and fire-fighting equipment." In the transaction challenged in the case, Glen Alden combined with "List, a Delaware holding company owning interests in motion picture theaters, textile companies and real estate, and to a lesser extent, in oil and gas operations, warehouses and aluminum piston manufacturing." As a result, the Pennsyvania court explained, "Instead of continuing primarily as a coal mining company, Glen Alden would be transformed ... into a diversified holding company whose interests would range from motion picture theaters to textile companies."

The legal issue in the case is whether the combination of List and Glen Alden--structured as a puchase by Glen Alden of List's assets--was a so-called de facto merger.

I also use the case, however, as an opportunity to talk about the craze in the post-WW II period for conglomerates. I've never understood the logic of combining "motion picture theaters, textile companies and real estate, and ... oil and gas operations, warehouses and aluminum piston manufacturing," not to mention coal mining, under one corporate roof. Ultimately, of course, setting aside GE, the conglomerate mania proved to be a disastrous economic failure. Much of the so-called "merger mania" of the 1980s in fact consisted of bust-up takeovers breaking up these conglomerate dinosaurs.

Equity Funding of America and Dirks v SEC

I've recently started collecting stock certificates and the like of companies that were involved with sufficiently famous corporate law cases to make it into the casebook that I co-edit with Bill Klein and Mark Ramseyer. Here, for example, is the certificate for a subordinated debenture issued by Equity Funding of America, the company that starred in Dirks v. SEC.

As the Supreme Court told the story:

In 1973, [Raymond] Dirks was an officer of a New York broker-dealer firm who specialized in providing investment analysis of insurance company securities to institutional investors.On March 6, Dirks received information from Ronald Secrist, a former officer of Equity Funding of America. Secrist alleged that the assets of Equity Funding, a diversified corporation primarily engaged in selling life insurance and mutual funds, were vastly overstated as the result of fraudulent corporate practices. Secrist also stated that various regulatory agencies had failed to act on similar charges made by Equity Funding employees. He urged Dirks to verify the fraud and disclose it publicly.

Dirks decided to investigate the allegations. He visited Equity Funding's headquarters in Los Angeles and interviewed several officers and employees of the corporation. The senior management denied any wrongdoing, but certain corporation employees corroborated the charges of fraud. Neither Dirks nor his firm owned or traded any Equity Funding stock, but throughout his investigation he openly discussed the information he had obtained with a number of clients and investors. Some of these persons sold their holdings of Equity Funding securities, including five investment advisers who liquidated holdings of more than $16 million. ...

During the 2-week period in which Dirks pursued his investigation and spread word of Secrist's charges, the price of Equity Funding stock fell from $26 per share to less than $15 per share. This led the New York Stock Exchange to halt trading on March 27. Shortly thereafter California insurance authorities impounded Equity Funding's records and uncovered evidence of the fraud. Only then did the Securities and Exchange Commission (SEC) file a complaint against Equity Funding and only then, on April 2, did the Wall Street Journal publish a front-page story based largely on information assembled by Dirks. Equity Funding immediately went into receivership. 

The SEC began an investigation into Dirks' role in the exposure of the fraud. After a hearing by an Administrative Law Judge, the SEC found that Dirks had aided and abetted [insider trading violations by the clients to whom he "tipped" information.] ... Recognizing, however, that Dirks "played an important role in bringing [Equity Funding's] massive fraud to light," the SEC only censured him.

Equity Funding was a major SEC cock-up, not unlike the more recent Bernie Madoff scandal, in which the SEC overlooked allegations of fraud until somebody shoved their noses into it. In a typically vindictive move, the SEC then decided to go after the whistle blower who had embarrassed them. The good news is that thew SEC deservedly suffered a major setback by losing the case. Unfortunately, defending the case bankrupted Dirks.

Anarchy in the USA

This snap seems to be going viral. I like it, so I thought I'd give it a hand:

The joy of capitalism

Crazy Bridesmaids Girls

The juxtaposition of ad and strip bar sign amused me:

Anti-Obama car sign

Spotted this one in Las Vegas over the weekend:

The mess that is my desk

Ann Althouse recently posted:

"Workspaces of Highly Creative People."

I'll take Martin Amis's — or, actually, I prefer my own! — but click backward and forward to see some of the others. I love pictures like this.

Follow the link. There are some really great pictures of where some very interesting people worked.

FWIW, here's a snap of my workspace, and a closeup of the main work surface. Yes, those are stuffed animals. Yes, that is a calendar of dogs doing yoga open to November 2010 (and yes the picture was taken today 2/13/2011). Yes, there's a lot of clutter. I'd rather spend timing writing than straightening up.

The view from my back window

I found an old camera flash memory card while doing some cleaning of the office, which turned out to have this snap of my backyard from a few years ago when Sam was still with us. Long time readers will remember Sam, I'm sure, since I used to blog about her a lot:

Bella was robbed

Our dog groomer, Tricia, competed in a groomer show this weekend in Pasadena. She'd asked to use Bella as her model. Personally, I thought Bella was the belle of the ball. BTW, flash photography was banned, which is why the snaps are pretty grainy.

Here's Bella being judged:

Tricia and Bella:

All the prizes went to white poodles like this one. Shear prejudice!

The contestants:

I liked this turquoise entry:

Pre-Valentine Dinner at Ca'Brea

Helen I went to an old favorite last night for dinner, Ca'Brea, an Italian place on La Brea at 4th. I started with the "little oranges," which are fried wild mushroom risotto balls on greens with a white truffle oil-based dressing. Yum.

My main was lamb chops in a black truffle sauce. Good, but not quite as good as the risotto. The potatoes were okay, the broccoli with garlic was excellent.

Ca'Brea has a very reasonable corkage charge (just $16/bottle), so even though they also have a very good (and reasonably priced wine list), I dug around my cellar to find something ready to drink but still young that it wouldn't need decanting. The 2007 Jayson Napa Valley red wine was ideal. Big, forward fruit and chocolate flavors. Delicious.

All in all, a delightful evening at a deserving favorite.

Breakfast at Doughboys Cafe

Doughboys Cafe on Third Street (just east of La Jolla) is a great breakfast place. I got the breakfast sandwich: Fried eggs, bacon, grilled tomato, and cheese between two slices of bread that's then gratineed (sp?). Wow.

My new buddy Cody

Some friends at work just adopted Cody, an adorable and very sweet Cocker Spaniel/Golden retriever mix. I'm smitten.

TSA Photo Caption Contest

Have at it (HT: Mataconis):