Professor Bainbridge...on law, politics, religion, culture & food
Law & Business
Are Two Heads Better than One?
Chicago Tribune columnist Andrew Leckey argues:Corporate governance is generally best served if separate people are in the roles of chairman and CEO. The chairman should be closely involved with the board and able to work out issues in a more detached …Continue Reading...
Losing Sight of the Issue
As I predicted, the media frenzy at HP is now focusing on who knew what about the leak investigation and when they knew it. Incensed that some in the MSM tribe were investigated, the media is exclusively focusing on the investigation. …Continue Reading...
Blog Fight re Backdating Options
There's a blog war raging over backdated options. The latest post is Josh Wright's at TOTM, which links to earlier posts and comments by Larry Ribstein, Vic Fleischer, and David Walker.
Ribstein on SOX
Larry Ribstein disagrees with my suggestion that SOX section 404 ought to be repealed, although mainly because he thinks it is politically impractical. He then offers some proposals for tweaking 404.
The Excessive Emphasis on Agency Costs in Corporate Governance
In my scholarship, I have frequently argued that corporate law academics overemphasize agency costs. (The gist of my argument is that accountability measures designed to reduce agency costs necessarily infringe on the competing value of authority.) Now come two prominent scholars …Continue Reading...
SOX and the Ugly American
The UK Financial Times reports on grumbling by UK firms about regulatory imperialism by the US SEC and PCAOB post-Sarbanes-Oxley:Having US inspectors trawling through foreign audit firms must mean wasteful activity. Even where there is a high degree of co-operation, some …Continue Reading...
“Who needs a board of directors, anyway?”: A Reply
Fortune editor-at-large Justin Fox offers the provocative question: "Why do companies have boards of directors, anyway?" It's a very good question. Unfortunately, he offers a very bad answer. Go read his piece and then come back for my parsing. Fox offers …Continue Reading...
Can Sarbanes-Oxley 404 be fixed?And why it matters - a lot
In testimony before Congress, both SEC Chairman Chris Cox and PCAOB Chairman Mark Olson testified, as Cox put it, that "those parts of SOX that aren’t working as well as they should – notably Section 404 – can be made to …Continue Reading...
Wine & Food
Duckhorn Merlot (Napa Valley) 1999
A couple of earlier notes (Feb. 04 and Jan. 05). It continues to evolve and is likely to do so for more years than I originally estimated. This bottle was in prime drinking condition (of course, it had gone straight from …Continue Reading...
Herzog Special Reserve Cabernet Sauvignon (Napa Valley) 2002
This wine is kosher for Passover, but not recommended. An odd, medicinal note on the nose. The fruit is vegetal (sauerkraut?) and industrial. Yuck. There is a saying that you should never cook with a wine you wouldn't drink; this wine …Continue Reading...
Trade names getting out of hand
If you think wine brand names are getting kind of silly (Fat Bastard?), you haven't seen anything. Here's a list of recently trademarked wine brands.
Ridge Mazzoni Home Ranch (Sonoma County) 2001
This wine is actually a blend of 45% Zinfandel, 50% Carignane, and 5% Petite Sirah. Acceptable, but not exceptional.The dominant flavor association is the odd, slightly sour cherry-ish fruit I've begun to associate with Ridge ATP zinfandel-based blends. Firm, with plenty …Continue Reading...
Rodney Strong Knotty Vines Estate Vineyards Zinfandel (Sonoma County) 2003*
This very pleasant Zinfandel is a blend of Russian River and Alexander Valley fruit. The alcohol level is a tad high for my taste (at 14.9%), but there's just enough fruit to bring the wine into balance. Classic Zin berry flavors …Continue Reading...
Mueller Pinot Noir Emily’s Cuvee (Russian River Valley) 2001
A lovely Pinot Noir. Light bodied, but with a big nose and a ton of flavor. Blueberry, lavender, and dried rose petal. A little earthy on the finish, but in a good way. At $35 last year, this was a real …Continue Reading...
Punditry
Law Firm Interview Stories
It's job interviewing season here at UCLAW, as at all other US law schools. Which brings to mind two true stories from my days at as a University of Virginia law student interviewing for jobs with law firms: I had an …Continue Reading...
Cars, Public Nuisances, and Global Warming: Bill Lockyer’s Latest Abuse of Power
Hoping to emulate NY attorney general's Eliot Spitzer's rise to political prominence, California attorney general Bill Lockyer has been busy sticking his nose into a host of places it doesn't belong. For example, announcing that he has evidence to indict people …Continue Reading...
Reciprocity
International law expert Tony Arend comments on reciprocity and Bush's proposed modifications of the Geneva Convention.
Doctors and Lawyers
From Point of Law:In Waukegan, Ill., 49-year-old Beatrice Vance died of a heart attack after waiting two hours in a hospital waiting room. A coroner's jury has declared her death a homicide. (Lake County News-Sun, AP, Chicago Tribune). Medical blogs are …Continue Reading...
Is Online Dating Efficient?
As I approach my 20th wedding anniversary (next week), online dating is a topic of little personal interest. For the benefit of my readers who are still single, however, I pass along this recent SSRN post:What Makes You Click? Mate Preferences …Continue Reading...
Bainbridge fires back
My latest entry in the Point of Law debate between myself and my friend Gordon Smith has now been posted. We really ought to find a law review that wants to sponsor a longer version of this debate, with footnotes and …Continue Reading...
Drum on Talking about the War
Kevin Drum's got some advice for the Democrats that runs counter to conventional wisdom:At this point, it strikes me that our problem is less about agreeing on policy than it is about agreeing on marketing. We have enough consensus on policy …Continue Reading...
Kaplan on Iraq
A very important op-ed in today's W$J by Robert Kaplan evaluates at considerable length various counterfactuals for how the Middle East might have developed since 2001. He deploys this analysis to make a plausible argument that military force was necessary to …Continue Reading...