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Steve Bainbridge
Interests: Law, corporate governance, economics, politics, religion, education, books, food, and wine
Recent Activity
From the WSJ: Reports KYW Newsradio: Alito, a South Jersey native, spoke candidly about what he perceives as persistent attacks on free-speech rights and religious liberty. A Roman Catholic himself, Alito says he believes a shifting morality in American society has put individuals and institutions in the crosshairs of future legal challenges. And, Alito says, while the high court has a clear record of landing on the side of the First Amendment, there are a growing number of Americans who are pressing to silence the message of those with whom they disagree. ... Justice Alito referred to his dissent in... Continue reading
Posted 37 minutes ago at ProfessorBainbridge.com
The LA grocery strike is getting to be a real pain. I rely on our neighborhood Ralph's for staples. Oddly enough, it also houses the only branch of my bank in our neighborhood. My problem is that, contrary to what I bet you suspect, I will not cross picket lines. Why not? First, I come from a long line of union members. Second, Catholic Social Teaching emphasizes that workers have a natural right both to form unions and to strike. As I read the relevant encyclicals and pastoral letters, this teaching is not a matter of prudential judgment, but rather... Continue reading
Posted 4 days ago at ProfessorBainbridge.com
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Alan Palmiter has a wonderful new paper out, which I liked immensely. Corporate Governance as Moral Psychology (May 6, 2017). Washington and Lee Law Review, Forthcoming. Available at SSRN: https://ssrn.com/abstract=2964250: This essay — part of a Washington & Lee symposium on Corporate Law, Governance, and Purpose — advances a simple thesis: corporate governance is best seen not as a subset of economics or even law, but instead as a subset of moral psychology. Recent research in the nascent field of moral psychology suggests that we humans are not rational beings, particularly when we act in social and political settings. Our... Continue reading
Posted 4 days ago at ProfessorBainbridge.com
From today's WSJ: Some CEOs who have been targeted complain privately that activists don’t understand their businesses. “They’ve never built anything in their life, except a spreadsheet,” one said recently. Indeed, so why would we think hedge fund managers are better qualified to make strategic decisions than boards? Others say boards should determine the CEO. They argue that activists seek too much power given the size of their stakes, which amount to as little as 1% in some cases. Indeed, why should boards defer to some MBA with a spreadsheet and a PowerPoint deck who owns just a percent or... Continue reading
Posted 5 days ago at ProfessorBainbridge.com
Okay, I admit it. I'm about one more Trump screwup from admitting that ... pic.twitter.com/78BjGYOrLg — Professor Bainbridge (@ProfBainbridge) May 17, 2017 For the benefit of those of you too young to have gotten the cultural reference in my last tweet https://t.co/j4OYYDlmLj — Professor Bainbridge (@ProfBainbridge) May 17, 2017 Having said that, I still think Hillary would have been an equally terrible disaster. Especially on abortion and religious liberty issues.— Professor Bainbridge (@ProfBainbridge) May 17, 2017 Continue reading
Posted 6 days ago at ProfessorBainbridge.com
Sigh. John McGinnis reports: Of the politicians and political appointees, current or former, who are speaking this year, 22 are Democratic elected representatives or officials appointed by Democrats. Two are Republicans. And it is clear that there is close to a rule for choosing Democratic speakers as opposed to Republicans, because the exceptions prove the rule. You can be a Republican official and a law school commencement speaker if you are Vice President of the United States and your university has a very long established practice of inviting the newly elected President of the United States to be its commencement... Continue reading
Posted 7 days ago at ProfessorBainbridge.com
Delicious. Smoky, blackberry jam, cassis, mocha java. Grade: 90 A post shared by Stephen Bainbridge (@profbainbridge) on May 12, 2017 at 8:52pm PDT Continue reading
Posted 7 days ago at ProfessorBainbridge.com
The @RitzCarlton, Rancho Mirage on #Yelp: https://t.co/bRcyS48M9e — Professor Bainbridge (@ProfBainbridge) May 15, 2017 The Edge Steakhouse on #Yelp: The Edge goes on my personal top 10 steakhouse list. The staff was incredibly friendl… https://t.co/Z2dWSiQjNb — Professor Bainbridge (@ProfBainbridge) May 15, 2017 Helen's birthday at The Edge Steakhouse at the @RitzCarlton Rancho Mirage #RCmemories pic.twitter.com/TtVJRzQbiG — Professor Bainbridge (@ProfBainbridge) May 15, 2017 Continue reading
Posted 7 days ago at ProfessorBainbridge.com
According to a new paper, the answer is no: For three academic years (2011-2014), the Harvard Law School’s Shareholder Rights Project (SRP) operated a clinical program assisting institutional investors on board declassification proposals. This paper analyzes the SRP as a quasi-natural experiment to examine the value implications of classified boards. Consistent with the SRP causing exogenous declassifications, SRP targets that declassified their boards had greater ex-ante value and profitability than non-targeted companies declassifying in the same period. Declassifying SRP targets, and especially targets more engaged in research and innovation, declined in firm value after declassification, which wealth effect is directly... Continue reading
Posted 7 days ago at ProfessorBainbridge.com
Lawprofblawg asks the titular question and proceeds to gaze at his (?) navel: Why do I write law review articles? Other professors are starting to ask the same question of themselves. ... Hence, the law professor searches for meaning in the isolating world of legal scholarship. We take to the streets to get our message out. Some write op-eds. Some write amicus briefs. Some testify before Congress and look earnest on camera as a (typically male) member of Congress explains things to us about our own field of expertise. I’ve done all of that. And I’m not one bit happier.... Continue reading
Posted May 11, 2017 at ProfessorBainbridge.com
Lucian Bebchuk and Kobi Kastiel's have an interesting new article The Untenable Case for Perpetual Dual-Class Stock (April 18, 2017). Harvard Law School John M. Olin Center Discussion Paper No. 905; Harvard Law School Program on Corporate Governance Discussion Paper 2017-6 . Available at SSRN: https://ssrn.com/abstract=2954630 or http://dx.doi.org/10.2139/ssrn.2954630. They claim that: The desirability of a dual-class structure, which enables founders of public companies to retain a lock on control while holding a minority of the company’s equity capital, has long been the subject of a heated debate. This debate has focused on whether dual-class stock is an efficient capital structure... Continue reading
Posted May 11, 2017 at ProfessorBainbridge.com
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There's a very nasty faculty fight raging at Duke Divinity School over a toxic mixture of identity politics, academic freedom, free speech, and collegiality (or the lack thereof). Rod Dreher has been following it, if you care. One aspect, however, struck me as particularly funny. DDS Dean Elaine Heath is quite cross with faculty member Paul Griffiths and sent him this letter: She's punishing him by not letting him go to faculty meetings or committee meetings! I am reminded of the Br'er Rabbit stories my grandmother read to me when I was a youngster. (They're probably banned these days as... Continue reading
Posted May 10, 2017 at ProfessorBainbridge.com
As previously explained, I've enrolled in the University of Notre Dame's Satellite Theological Education Program (STEP) to pursue their Certificate in Doctrine and am currently taking my second of the required courses: The Doctrine of Salvation in Jesus Christ. This week's topic is The Doctrine of Salvation in Jesus Christ. Remember: These are the musings of a student based on the assigned readings, lecture, and class discussion. How is Mark’s depiction of Jesus Christ as the Son of God conveyed in the centurion’s statement in Mark 15:39? When the centurion who stood facing him saw how he breathed his last... Continue reading
Posted May 10, 2017 at ProfessorBainbridge.com
(Gordon v. Consumer Financial Protection Bureau) U.S. Supreme Court Media Contact: Glenn Lammi glammi@wlf.org | 202-588-0302 “Whether the Supreme Court opts to review Gordon v. CFPB will have major ramifications for all federal agencies, those whom they regulate, and the survival of the Constitution’s constraints on the President’s appointment power.” —Mark Chenoweth, WLF General Counsel WASHINGTON, DC—Washington Legal Foundation today filed a reply brief on behalf of its client, Chance Gordon, in the U.S. Supreme Court. WLF’s brief in Gordon v. Consumer Financial Protection Bureau refutes the Consumer Financial Protection Bureau’s (CFPB) much-delayed brief in opposition filed on April 24.... Continue reading
Posted May 8, 2017 at ProfessorBainbridge.com
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Easy drinking, mature, classic Ridge ATP Zinfandel. Blackberry, raspberry, sour cherry, pepper, warm spices. At or very near peak. Grade: 88 Continue reading
Posted May 7, 2017 at ProfessorBainbridge.com
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At age 8~ish, this is still a dark, big wine with considerable concentration. Perhaps nearing its peak, but still has the stuffing to improve a bit with additional age (sadly, however, this was my last bottle). Blackberries, black cherries, prunes, spice, pepper. Grade: 93 Continue reading
Posted May 7, 2017 at ProfessorBainbridge.com
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Smith-Madrone is a long-time favorite wine here at the Bainbridge house. We visited the winer high atop Spring Mountain and liked the people just as much as their delicious wines. The 2001 Cabernet is a prime example of how they build their wines to age gracefully. At 16~ish years old, it's still a big and fruity wine. Deep ruby. Huge, room-filling bouquet suggesting blackberry, currant, tobacco, and a dash of leather. On the palate, the flavor associations include cassis, plums, and cedar. Grade: 93 Continue reading
Posted May 7, 2017 at ProfessorBainbridge.com
The House Financial Services Committee has just passed the Financial Choice Act, which reworks major parts of Dodd-Frank and other recent financial services bills and rules. One noteworthy corporate governance provision will work significant changes in the shareholder proposal rule. Specifically, Section 844 provides that: (a) RESUBMISSION THRESHOLDS.—The Securities and Exchange Commission shall revise section 240.14a– 8(i)(12) of title 17, Code of Federal Regulations to— (1) in paragraph (i), adjust the 3 percent threshold to 6 percent; (2) in paragraph (ii), adjust the 6 percent threshold to 15 percent; and (3) in paragraph (iii), adjust the 10 percent threshold to... Continue reading
Posted May 5, 2017 at ProfessorBainbridge.com
The Dodd-Frank Act had six major provisions that affected Main Street corporate governance, all of which I have derided as "quack" corporate governance: Section 951’s so-called “say on pay” mandate, requiring periodic shareholder advisory votes on executive compensation. Section 952’s mandate that the compensation committees of reporting companies must be fully independent and that those committees be given certain specified oversight responsibilities. Section 953’s direction that the SEC require companies to provide additional disclosures with respect to executive compensation. Section 954’s expansion of SOX’s rules regarding clawbacks of executive compensation Section 971’s affirmation that the SEC has authority to promulgate... Continue reading
Posted May 5, 2017 at ProfessorBainbridge.com
The position of Assistant Dean for Experiential Education requires a talented and enthusiastic individual to build and oversee the operational excellence of the UCLA Law program of clinical and experiential education. The Assistant Dean will report to and work under the general direction of the Faculty Director and/or Vice Dean of Experiential Education and will be expected to work independently with multiple faculty and staff within the law school. The Assistant Dean will participate in the Law School’s academic and curricular planning and support the Faculty Director and/or Vice Dean in expanding and promoting excellence in the law school’s program... Continue reading
Posted May 4, 2017 at ProfessorBainbridge.com
UCLA School of Law (Official) has hopped on on the therapy dog bandwagon. Back in the day, Virginia didn't give us therapy dogs. Instead, they gave us a sneer and a muhaha as they handed out the exams. And they made us walk to school from Ivy Gardens. Uphill. Both ways. What’s your #finals stress relief? Ours are #therapydogs! So happy Tate visited our students this week to help them relax before finals 🐶 pic.twitter.com/MEGyRC5jGw — UCLA School of Law (@UCLA_Law) May 4, 2017 ; Continue reading
Posted May 4, 2017 at ProfessorBainbridge.com
Lyman Johnson of W&L is one of the nicest (and smartest) corporate law academics I know, so I was very pleased to see Rob Vischer's well done tribute to Lyman as a person and scholar: Lyman Johnson has been a prime mover in bringing pluralism to corporate legal theory. Perhaps more than any other scholar, Johnson has brought Isaiah Berlin’s bracingly skeptical mindset to corporate law, pushing back against the monolithic embrace of shareholder wealth maximization, pointing out its harmfulness and its lack of legal mandate. Just as important as the content of his scholarship is the method by which... Continue reading
Posted May 4, 2017 at ProfessorBainbridge.com
From The Corporate Counsel: While Congressional efforts at financial regulatory reform may end up languishing this year, this McGuire Woods blog speculates that 2017 may be the year that finally sees Congress act to sort out the mess that is the law of insider trading: House Judiciary Committee Chairman Bob Goodlatte announced the committee’s agenda for the 115th Congress. Rep. Goodlatte observed that he and Ranking Member John Conyers were “committed to passing bipartisan criminal justice reform.” Rep. Goodlatte considered it “imperative [to] continually examine federal criminal laws” in conjunction with this effort. Although past Congressional efforts to codify insider... Continue reading
Posted May 3, 2017 at ProfessorBainbridge.com