Professor Bainbridge...on law, politics, religion, culture & food

SEC Delays Action on the Proxy Rules

Several years ago the SEC proposed a new rule (14a-11), which would have allowed shareholders to put nominees for the board of directors on the company's proxy statement. I opposed that proposal for the reasons set out in my article A …Continue Reading...

W$J On Regulating Executive Compensation

There's a great article in today's W$J on the persistent failures by government efforts to regulate the compensation of corporate executives. One of the key claims by the article is that disclosure actually tends to push pay up, arguing that "disclosure …Continue Reading...

Delaware’s Dominance

By any reasonable measure, Delaware dominates corporate governance. More than half a million business entities have their legal home in Delaware including more than 50% of all U.S. publicly-traded companies and 60% of the Fortune 500. Because of a conflict of …Continue Reading...

What Should Patricia Dunn Have Done?

There's a very interesting article in today's W$J, which recaps the whole HP board spying mess. The author opines:From Ms. Dunn's testimony, emails and indirect comments, it's possible to piece together an explanation for how a well-regarded chairman could go so …Continue Reading...

Disclosure via Blog

From the NYT:The chief executive of Sun Microsystems. Jonathan I. Schwartz, has asked the Securities and Exchange Commission to allow companies to disclose significant financial information through their blogs. ... The S.E.C. currently allows blogs to be used to disseminate a …Continue Reading...

GM’s Boardroom Fight

The W$J offers a fascinating account of the fight in GM's boardroom between director Jerry York, who was appointed to the board to represent the interests of 9.9% GM shareholder Kirk Kerkorian, and the rest of the board who supported GM …Continue Reading...

Outsourcing and Agency Costs

As long as we're blogging about agency costs, let me point you at George Geis' article Business Outsourcing and the Agency Cost Problem, which argues that:Why has business outsourcing increased so rapidly over the past decade? ... [B]usiness outsourcing has thrived …Continue Reading...

Cutting Managers in on the Toke: An Agency Cost Perspective

Las Vegas casino card dealers make a considerable part of their income from tips (the "toke," which is supposedly short for token of appreciation). The customary practice is to pool all dealers tips and divide them up pro rata. According to …Continue Reading...

Tignanello (Tuscany) 1990

This exceptional red "Super-Tuscan" wine is fully mature but holding well. It reminds me more of a well-aged claret than a Chianti, which is okay by me. The bouquet is earth, leather, and dried red fruits. On the palate, currants and …Continue Reading...

Hook & Ladder The Tillerman (Russian River Valley) 2005*

This is a light to medium bodied dry white wine. The varietal mix is undisclosed, but my guess is that it includes some (unoaked) Chardonnay and Gewürztraminer (both of which the De Loachs are known to grow) plus some Viognier or …Continue Reading...

Rodney Strong Cabernet Sauvignon (Sonoma County) 2002*

At $19, this is an acceptable commercial Cabernet. Canned olives, black cherry, a whiff of dill. Chalky tannins coat the mouth on the finish. Grade: B-

Les Forts de Latour (Pauillac) 1995

At age 11, still a big wine with deep ruby color. Currants, rosemary, cedar, and leather. Will improve. Grade: A-/A

Iron Horse T Bar T Vineyard Merlot (Alexander Valley) 2002

The bouquet is an odd mix of vegetal (canned green beans?) and industrial aromas. The palate is slightly sweet with, again, some very funky berry and industrial (rubber?) flavors. Poor and not recommended. Grade: D

Robert Mondavi Cabernet Sauvignon Oakville District (Napa Valley) 1998

A relatively modest effort for this brand, but it still offers pretty currant and mocha java flavors. The bouquet includes a whiff of pencil shavings. Ready to drink, but has some life left. I've got one more bottle in the cellar …Continue Reading...

Ridge Del Carlo Zinfandel (Dry Creek Valley) 2001

Unlike most Ridge ATP Zinfandels, this wine is 100% Zinfandel rather than a blend. It's a nice wine, but perhaps stands as evidence that Zinfandel needs a supporting cast. There is not quite the complexity one expects from Ridge, especially in …Continue Reading...

Disavowing Bush

My Examiner op-ed today: Bush 43 has been a disaster for conservatives

A Real Backdating Scandal

Whatever one makes of the option backdating scandal, it's hard to defend what Cablevision did:Cablevision took it up a notch as it was revealed that they didn't just backdate options, they backdated a bunch so a dead executive could get the …Continue Reading...

Lockyer’s Global Warming Suit

Walter Olson pulls together the growing criticism of CA AG Bill Lockyer's global warming lawsuit:It's "kooky" and "trivializes a serious problem", editorializes the Los Angeles Times: "California shouldn't be in the business of filing meritless suits to gain leverage in other …Continue Reading...

Imperium

While I was on hiatus last week, I read Robert Harris' Imperium. Brilliant. Highly recommended. It transports you into the life of a pivotal figure in one of history's most consequential turning points: Cicero's rise to the consulship during the last …Continue Reading...