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Steve Bainbridge
Interests: Law, corporate governance, economics, politics, religion, education, books, food, and wine
Recent Activity
As previously explained, I've enrolled in the University of Notre Dame's Satellite Theological Education Program (STEP) to pursue their Certificate in Doctrine. I am currently taking my third of the required courses: Ecclesiology. This week's topic is what is the Church? This week's discussion question is: How does Lumen Gentium 5 set forth the relationship between the person and work of Jesus, on the one hand, and the identity of the Church, on the other? How might this affect our understanding of the Church and its mission? First, a bit of background. Lumen Gentium is the Dogmatic Constitution on the... Continue reading
Posted 4 hours ago at ProfessorBainbridge.com
Delaware is the state of incorporation for almost two-thirds of the Fortune 500 companies, as well as more than half of all companies listed on the New York Stock Exchange, NASDAQ, and other major stock exchanges. This gives Delaware a seemingly unchallengeable position as the dominant producer of US corporate law. In recent years, however, some observers have suggested that Delaware's competitive position is eroding. Other states have long tried to chip away at Delaware's position, and recent Delaware legal developments may have strengthened the case for incorporating outside Delaware. More important, however, the federal government increasingly is preempting corporate... Continue reading
Posted 4 days ago at ProfessorBainbridge.com
Fascinating new article by Don Langevoort: The Second Circuit’s en banc decision in SEC v. Texas Gulf Sulphur Corp.[1] (“TGS”) is approaching its 50th anniversary, and it’s still well-known for several important holdings. Perhaps the most celebrated (or condemned) accepted the SEC’s argument that corporate insiders have a duty to “abstain or disclose” from trading while in possession of material nonpublic information. The opinion makes a bold claim that the law in play (Rule 10b-5’s antifraud prohibition) “is based in policy on the justifiable expectation of the securities marketplace that all investors trading on impersonal exchanges have relatively equal access... Continue reading
Posted 4 days ago at ProfessorBainbridge.com
My friend and brilliant co-author Todd Henderson and I are pleased to announce that our new book, Outsourcing the Board: How Board Service Providers Can Improve Corporate Governance , can now be pre-ordered. In this groundbreaking work, Stephen Bainbridge and Todd Henderson change the conversation about corporate governance by examining the origins, roles, and performance of boards with a simple question in mind: why does the law require governance to be delivered through individual board members? While tracing the development of boards from quasi-political bodies through the current "monitoring" role, the authors find the reasons for this requirement to be... Continue reading
Posted 4 days ago at ProfessorBainbridge.com
Interesting set of new papers from John Witte: "The Legal Turn of the Reformation" in Luther – 95 Treasures, 95 People (Wittenberg: Stiftung Luthergedenkstätten in Sachsen-Anhalt, 2017), 451-455 Emory Legal Studies Research Paper JOHN WITTE, Emory University School of Law The Lutheran Reformation revolutionized both church and state, theology and law. This brief essay sketches the legal influence of the Reformation, building on Luther’s opening call for religious freedom and his more complex theory of the two kingdoms. "Martin Luther's Influence on Legal Reforms and Civil Law" in Oxford Research Encyclopedia of Religion (March, 2017) JOHN WITTE, Emory University School... Continue reading
Posted 4 days ago at ProfessorBainbridge.com
The NYC Mayor Bill de Blasio puts progressive theater ahead of sound public policy is by now one of the basic truisms of American politics. Latest case in point comes from a NY Times report that de Blasio is trying to strong-arm trustees of NYC employee pension funds--who are supposed to be fiduciaries of their beneficiaries, not mayoral rubber stamps--into divesting from oil stocks: Seeking to position himself as a national leader against climate change, Mayor Bill de Blasio on Wednesday announced a two-pronged attack against the fossil-fuel industry, including a vow that city pension funds would divest about $5... Continue reading
Posted 6 days ago at ProfessorBainbridge.com
Stew 2 French garlic sausages 2 rashers applewood smoked thick cut bacon, cut into thirds 1 duck breast, seasoned with salt and pepper, with skin scored in a criss-cross hatch ½ cup diced onion 1 carrot, diced 3 cloves garlic, minced 1 tablespoon tomato paste (you do buy it in tubes instead of those incredibly wasteful little cans, don't you?) ½ cup white wine 1 tablespoon demi-glace dissolved in 1 cup hot low-sodium chicken stock 1 14.5 ounce can cannellini beans, drained and rinsed 1 14.5 ounce can diced tomatoes with their juice 1 bay leaf big pinch dried Herbes... Continue reading
Posted Jan 5, 2018 at ProfessorBainbridge.com
Risotto 1 tablespoon olive oil 1 shallot, finely diced 2-3 cloves garlic, minced 8 ounces cremini mushrooms, chopped into large dice 1 ounce dried porcini mushrooms, reconstituted and chopped finely 1 tablespoon white truffle butter 1 ½ cups Arborio rice 1 cup white wine 2 ½ cups low-sodium chicken stock ½ tablespoon white truffle butter 1 white truffle Heat your 4 quart Fagor LUX Multi-Cooker (you have gotten one, haven't you?) using the browning function. When the light stops flashing, add oil and allow to heat until it begins to shimmer. Add shallots and sauté for about a minute or... Continue reading
Posted Jan 5, 2018 at ProfessorBainbridge.com
From The Street: When Apple Inc. (AAPL - Get Report) shareholders gather in the Steve Jobs Theater on Feb. 13 for the iPhone maker's annual meeting, they will cast votes on whether to establish a human rights committee on the company's board. Shareholder Jing Zhao of Concord, Calif., who owns $2,000 worth of Apple stock, according to Apple's shareholder proxy, proposed setting a committee to establish human rights principles and report to the shareholders and the public. ... UCLA School of Law professor Stephen Bainbridge suggested the SEC is wrong to require the inclusion of such proposals, writing that the... Continue reading
Posted Jan 5, 2018 at ProfessorBainbridge.com
Francis Pileggi has released his 13th annual list of the most important Delaware corporate law decisions for the preceding year. As always, it's an incredibly valuable resource. Continue reading
Posted Jan 2, 2018 at ProfessorBainbridge.com
UCLAW alum and now a visiting scholar and senior fellow in residence at the Lowell Milken Institute for Business Law and Policy at the UCLA School of Law has a great summary of the likely effect of tax reform on executive compensation. Continue reading
Posted Jan 2, 2018 at ProfessorBainbridge.com
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Bloomberg reports that: I have argued that the SEC's approach to these CSR proposals is fundamentally wrong headed: The exemption for matters of social and ethical significance from the exclusionary provisions of Rules 14a-8(i)(5) and 14a-8(i)(7) has long been controversial. For one thing, “shareholders' social policy proposals [occasionally] require a company to include speech in its proxy statements that appears directly adverse to the company's interests.”[1] Setting aside the issue of whether it is sound securities regulation policy to require a corporation to include statements adverse to its interests in its disclosure documents, forcing the corporation to do so implicates... Continue reading
Posted Jan 2, 2018 at ProfessorBainbridge.com
For New Years Eve Eve we had an amazing stuffed pork tenderloin from La Boucherie via Louisiana Crawfish with Spanish rice, peas, and a tasty @VeuveClicquot rose. @lacrawfishco @CajunMeats Highly recommended. — Professor Bainbridge (@ProfBainbridge) December 31, 2017 For New Years Eve Eve we drank a NV @VeuveClicquot Rose. It made a wonderful accompaniment to our Cajun stuffed pork tenderloin. Very red for a rose, with many fine bubbles. Crisp, fruity, minerally. Strawberries, cranberries. vanilla, toast. Grade: 90 pic.twitter.com/K4y4sQT9WX — Professor Bainbridge (@ProfBainbridge) December 31, 2017 My resolution for 2018 is to go to Confession often, but because I want... Continue reading
Posted Dec 31, 2017 at ProfessorBainbridge.com
I suppose we all have our gripes about healthcare these days, so I hope you'll pardon me for venting about mine. The University of California keeps making health care changes and every single time it makes my healthcare situation worse. A few years ago, they dropped my then primary care provider as an in-network provider. I changed primary care providers to a doctor who took UC Care Blue Shield plan. The University then switched to Anthem (possibly the worst health insurer in the world). My primary care provider refuses to accept Anthem--and who can blame him?--so I'm out of network... Continue reading
Posted Dec 27, 2017 at ProfessorBainbridge.com
Delaware Supreme Court Defines “Collusion” https://t.co/hSj62xbBps— Professor Bainbridge (@ProfBainbridge) December 27, 2017 Continue reading
Posted Dec 26, 2017 at ProfessorBainbridge.com
Business Law Prof Blog: Washington Marijuana Law Has Entity Type Quirks (And LLCs Are Still Not Corporations) https://t.co/OXSI5P1wEF— Professor Bainbridge (@ProfBainbridge) December 27, 2017 Continue reading
Posted Dec 26, 2017 at ProfessorBainbridge.com
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SPOILER ALERT To the extent The Jedi Order is a religious order or has a religious sensibility, it is clearly Gnostic in nature, as James Papandrea discusses in his great book (if you're a Christian fan of science fiction, as I am) From Star Wars to Superman: Christ Figures in Science Fiction and Superhero Films : Apparently, however, I am not alone in thinking that The Last Jedi contemplates a change in the nature of The Force that moves its ethics from that of gnostic elitism to a more pluralistic and universalist phenomenon: The Last Jedi’s final frames are not... Continue reading
Posted Dec 26, 2017 at ProfessorBainbridge.com
Business Law Prof Blog: Feeling Like Charlie Brown at Christmas: More LLCs as a Corporations https://t.co/B302M9dBhJ— Professor Bainbridge (@ProfBainbridge) December 27, 2017 Continue reading
Posted Dec 26, 2017 at ProfessorBainbridge.com
Today s the Feast of Saint Stephen, my name saint, who appears in Acts chapters 6 and 7: Stephen, filled with grace and power, was working great wonders and signs among the people. Certain members of the so-called Synagogue of Freedmen, Cyrenians, and Alexandrians, and people from Cilicia and Asia, came forward and debated with Stephen, but they could not withstand the wisdom and the spirit with which he spoke. When they heard this, they were infuriated, and they ground their teeth at him. But he, filled with the Holy Spirit, looked up intently to heaven and saw the glory... Continue reading
Posted Dec 26, 2017 at ProfessorBainbridge.com
The WSJ reports that: The Senate confirmed Democrat Robert Jackson and Republican Hester Peirce as SEC commissioners Thursday night, along with other nominees to federal agencies. Mr. Jackson, a professor at Columbia University, and Ms. Peirce, a senior research fellow at George Mason University, will join the SEC after they are sworn in. ... As a professor, Mr. Jackson petitioned the SEC to require that public companies disclose their political expenditures. Congressional Republicans, to prevent the SEC from writing such a rule, prohibited the agency from spending funds on the measure. The request attracted hundreds of thousands of public comments.... Continue reading
Posted Dec 22, 2017 at ProfessorBainbridge.com
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Along with my co-editors, Iman Anabtawi, Sung Hui Kim, and James Park, I am delighted to announce the publication of a volume of edited essays on Delaware corporate law by some of the leading academic and practitioner experts in the field: Delaware is the state of incorporation for almost two-thirds of the Fortune 500 companies, as well as more than half of all companies listed on the New York Stock Exchange, NASDAQ, and other major stock exchanges. This gives Delaware a seemingly unchallengeable position as the dominant producer of US corporate law. In recent years, however, some observers have suggested... Continue reading
Posted Dec 15, 2017 at ProfessorBainbridge.com
Big news. From Richards, Layton & Finger: The Supreme Court identified and rejected three premises on which the trial court had relied in deciding to assign no weight to the transaction price: First, the trial court had concluded that there had been a "valuation gap" between the trading price of Dell's stock and the intrinsic value, leading the trial court to believe that the bidding during the sale process had been anchored at an artificially low value. The Supreme Court rejected this premise, emphasizing that Dell's stock was widely traded in a liquid and efficient market and that the Company... Continue reading
Posted Dec 14, 2017 at ProfessorBainbridge.com
Watching Robert Mueller's team in action calls to mind a very valid concern the late Justice Scalia raised about the whole special counsel process: ... the conduct of the investigation, and determination of whether to prosecute, will be given to a person neither selected by nor subject to the control of the President—who will in turn assemble a staff by finding out, presumably, who is willing to put aside whatever else they are doing, for an indeterminate period of time, in order to investigate and prosecute the President or a particular named individual in his administration. ... ... The independent... Continue reading
Posted Dec 14, 2017 at ProfessorBainbridge.com
Massive Derivative Suit Settlement for Alleged Management Failure to Prevent Sexual Misconduct https://t.co/dfCod7I1WA Expect more— Professor Bainbridge (@ProfBainbridge) December 14, 2017 Continue reading
Posted Dec 14, 2017 at ProfessorBainbridge.com