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November 2017

11/30/2017

Shame on Senator Tammy Baldwin (D-WI) for holding up the SEC nominations

Posted at 03:15 PM in Securities Regulation |

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Mismatch: School Specific Effects

My colleague Rick Sander has posted a new paper on his mismatch theory:

Past research on law school mismatch has been hampered by the absence of school-specific data, thus requiring scholars to estimate individual levels of mismatch through various indirect techniques. In this paper, the authors use data on nearly four thousand students at three law schools to directly measure mismatch levels based on LSAT scores or an academic index. The analysis shows large and statistically significant effects of mismatch; when one controls for mismatch, racial effects lose statistical significance. The results highlight the importance of mismatch in explaining both racial bar passage gaps and individual outcomes on the bar. The results also illustrate the great importance of individual school-level data across a range of schools in studying mismatch.

Sander, Richard H. and Steinbuch, Robert, Mismatch and Bar Passage: A School-Specific Analysis (October 16, 2017). UCLA School of Law, Public Law Research Paper No. 17-40. Available at SSRN: https://ssrn.com/abstract=3054208

Posted at 01:41 PM in Law School |

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11/27/2017

Cyber Monday Recommendations: Religion Books I Bought in 2017

Posted at 01:33 PM in Books |

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Cyber Monday Recommendations: Cook Books I Bought in 2017

Posted at 12:23 PM in Books |

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Cyber Monday Recommendations: (Mostly) Kitchen Stuff I Bought in 2017 and Liked

Posted at 11:23 AM |

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11/25/2017

California's business environment sucks and it's Sacramento's fault

Posted at 02:51 PM in Business |

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11/24/2017

Adrian Vermule on Liberalism and Catholicism

He's doing a lot of great stuff:

The University Bookman: “The Ark of Tradition”

“A Christian Strategy” (or, as I also think of it, “The Esther Option”), First Things

Natural Law, Welfare Economics, and Administrative Law - Mirror of ...TypePad › mirrorofjustice › 2017/05 › n..

“The Catholic Constitution”, First Things

“Liturgy of Liberalism”, First Things

Kyriarchy and Constitutionalism - Mirror of JusticeTypePad › mirrorofjustice › 2016/11 › k...

Posted at 02:48 PM in Religion |

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Josh Fershee on LLC Veil Piercing

Posted at 02:41 PM in Agency Partnership LLCs, Corporate Law |

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Thanksgiving Dinner

The star of the show was a Turducken Roll with wild rice and pecan stuffing from La Boucherie (Houston) via Louisiana Crawfish:

IMG_2760

The key supporting player was a 2014 Ridge Paso Robles Zinfandel:

PasoRobles2014A

Delicious. Deep purple. Great bouquet of ripe berries and black cherries. On the palate, there are soft and silky tannins and good acidity. Juicy blackberry fruit. Grade: 90

Posted at 02:31 PM in Food and Wine |

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The Corporate Opportunity Doctrine

Interesting new article from Martin Gelter and Geneviève Helleringer:

The paper surveys the corporate opportunities doctrine in four jurisdictions: the US, the UK, Germany, and France. Our analysis enables us to trace the development of the doctrine, exposing the way in which certain models of dealing with a particular issue have arisen, and how these models have then spread. Fiduciary duties are often today held out as typical instruments of shareholder protection in the US and the UK, both of which are often held out as model jurisdictions in corporate governance internationally. However, fiduciary duties in these two jurisdictions often operate in strikingly different ways. While the US relies on an open-ended standard, the UK corporate opportunities doctrine effectively constitutes a rule.

We explore the transplantation of the corporate opportunities doctrine, largely based on the US model, to France and Germany. In Germany, the law historically prohibited officers of the corporation from engaging in competing business activities; the statutory prohibition applied to some but not all corporate opportunities, and also left open some space for the corporate opportunity doctrine to move into. The German version of the doctrine developed gradually over the past fifty years and owes its adoption to a number of academics who studied US law and reinterpreted a number of cases – where it was clear that an officer had violated his duties to the corporation – in light of the newly discovered doctrine. By contrast, it was not until late 2011 that French courts recognized for the first time that a director may not appropriate a corporate opportunity. Until then, self-dealing issues were dealt with under a statutory provision enacted in 1867 merely requiring corporate approval for conflicted transactions, not including corporate opportunities. As the core thesis of the paper, we show that there is a considerable degree of convergence relating to the corporate opportunities doctrine, which has radiated primarily from US law to the two civil law jurisdictions. Overall, we can thus identify an “export” of the US model, possibly signaling some convergence in corporate law. The paper compares the treatment of corporate opportunities problem in all four jurisdictions, explores why the US example may have been more attractive as a transplant than the UK model, and discusses possible implications for transplant theory and the debate about convergence in corporate governance.

Opportunity Makes a Thief: Corporate Opportunities as Legal Transplant and Convergence in Corporate Law (November 20, 2017). Berkeley Business Law Journal, Vol. 14, No. 2, Forthcoming; Fordham Law Legal Studies Research Paper No. 3074537. Available at SSRN: https://ssrn.com/abstract=3074537

For my take on the subject, see Interest Group Analysis of Delaware Law: The Corporate Opportunity Doctrine as Case Study (January 5, 2017). UCLA School of Law, Law-Econ Research Paper No. 17-01. Available at SSRN: https://ssrn.com/abstract=2894577:

Although the prohibition on taking of organizational opportunities is well established, the standards applied to this problem in corporate law disputes are vague and imprecise. Corporate directors and officers lack clear guidance as to when a business venture may be taken for themselves or must first be offered to the corporation. This article reviews the relevant Delaware case law, focusing on the ambiguities inherent therein. It then offers a proposed alternative regime, providing greater certainty and predictability.

The article then turns the question of why Delaware courts have resisted adopting a more determinate standard, such as the one offered here. It argues that — at least in this context — Delaware judges are concerned neither with maximizing the number of Delaware incorporations or promoting the interests of the Delaware bar. Instead, mandatory indeterminacy with respect to corporate opportunities is driven by the Delaware courts’ self-interest in maximizing their reputation.

Posted at 02:17 PM |

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11/20/2017

I'm trying to figure out which state I'm from based on my Thanksgiving preferences

From the Economist:

Screen Shot 2017-11-20 at 5.49.16 PM

Appetizer: Deviled eggs

Bread: Cornbread

Cranberry: Relish

Potato: Sweet with little marshmallows

Turkey: Brined

Stuffing: Cornbread

Side dish: Carrots

Pie: Pumpkin

I blame my lack of geographic identity on growing up in the army.

Posted at 05:54 PM in Food and Wine |

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Easy multi-cooker supermarket ingredient chili

The goal was to make a yummy chili--no beans--in about 30 minutes using only mega-mart ingredients.

The process began that morning by grinding one pound of assorted beef trimmings (chuck, sirloin, tenderloin, flank) using the coarse grind die of my KitchenAid Food Grinder Attachment. I ran about half the meat through the grinder a second time to improve the mix.

When it was time to prepare dinner I mixed the meat with 1 teaspoon of baking soda, 1 teaspoon of kosher salt (I like Morton's), 1 teaspoon of chili powder (I like Morton & Basset), and 2 tablespoons of low sodium beef broth), and let it sit for 15 minutes.

I preheated my 6 quart Fagor LUX Multi-Cooker using the browning cycle. When the function light stopped blinking I browned the meat in two batches. I drained the meat on paper towels and dabbed up any excess fat in the cooking insert. 

I returned the meat to the insert and added 1 16-ounce jar of medium salsa (among the supermarket options, I like Tostitos Chunky Salsa). This is a great shortcut I picked up from Alton Brown of Good eats fame.

Next I added 1 cup of low sodium beef broth, 1 tablespoon of Worcestershire Sauce, 1 tablespoon law sodium soy sauce, 1 cup of Stahlbush Island Farms Frozen Sweet Potatoes, and 1 tablespoon chili powder.

I set the Fagor to the pressure cooker function, selecting high pressure and setting the timer for 7 minutes. When the pressure cooker time expired, I allowed it to do a natural release for ten minutes and then opened the pressure valve to vent the remaining steam.

The sauce was a little runny. So I finely crushed enough Doritos chips to make a ¼ cup, and stirred them into the pot. I brought the chili to a boil using the browning function and then switched the multi-cooker to simmer.

After about 10 minutes of simmering, the chili had thickened nicely. Given that I did basically no chopping or prep work, but instead just opened bags, cans, and jars, it nevertheless tasted great. In fact, it tasted better than the last chili I tried making from scratch.

Posted at 12:06 PM in Food and Wine |

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Stephen M. Bainbridge, Corporate Directors in the United Kingdom, 59 William & Mary Law Review 65 (2017)

Is now available online.

Abstract: In the United States, state corporation law uniformly provides that only natural persons may serve as directors of corporations. Corporations, limited liability companies, and other entities otherwise recognized in the law as legal persons are prohibited from so serving. In contrast, the United Kingdom allowed legal entities to serve as directors of a company. In 2015, however, legislation came into force adopting a general prohibition of these so-called corporate directors, albeit while contemplating some exemptions. This Article argues that there are legitimate reasons companies may wish to appoint corporate directors. It also argues that the transparency and accountability concerns that motivated the legislation are overstated. The requisite enhancement of transparency and accountability can be achieved without a sweeping ban. Accordingly, this Article proposes that Parliament either repeal the ban or, at least, authorize liberal exemptions.

Posted at 11:33 AM in Corporate Law, Dept of Self-Promotion |

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11/17/2017

Tweeting about the Pope

Posted at 01:56 PM in Religion |

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Tweeting re dual class stock

Posted at 01:55 PM |

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