This is Steve Bainbridge's Typepad Profile.
Join Typepad and start following Steve Bainbridge's activity
Join Now!
Already a member? Sign In
Steve Bainbridge
Interests: Law, corporate governance, economics, politics, religion, education, books, food, and wine
Recent Activity
The Delaware Judiciary has announced "the passing on Sunday of retired Chancellor William T. Allen, a giant of the corporate bar, academia, and the Delaware Bench." “Our nation lost one of the finest jurists of the last fifty years yesterday,” said Delaware Supreme Court Chief Justice Leo E. Strine, Jr. “Chancellor Allen set a standard of excellence that made Delaware stand out in the eyes of all sophisticated observers. Bill Allen, the person, set a standard as a husband, father, friend, and caring professor to which we should all aspire. For me personally, he was a mentor, source of wisdom,... Continue reading
Posted 6 days ago at ProfessorBainbridge.com
Over on Twitter, Rob Anderson posts the following: Is Holmesian "bad man theory" the foundation for law & economics? — Rᴏʙᴇʀᴛ Aɴᴅᴇʀsᴏɴ (@ProfRobAnderson) October 12, 2019 Although it's not directly on point, Rob's question called to mind my essay Law and Economics: An Apologia, in Christian Perspectives on Legal Thought , in which I posited that: [Some might argue that] theological insights on human nature lead to different behavioral predictions than those premised on Economic Man. But is that necessarily true? Consider a restaurant located on one side of a busy street. Although crossing the street is dangerous, some people... Continue reading
Posted Oct 12, 2019 at ProfessorBainbridge.com
Francis Pileggi: For readers who follow the law regarding forum selection clauses, a recent article by Professor Joseph Grundfest should be of interest. The good professor addresses the December 2018 Court of Chancery decision in Sciabacucchi v. Salzberg (highlighted on these pages), and the intersection of Delaware law and Federal law in the context of forum selection clauses and the internal affairs doctrine. The abstract follows to his article titled: The Limits of Delaware Corporate Law: Internal Affairs, Federal Forum Provisions, and Sciabacucchi A Harvard Forum post by Grundfest himself summarizes the paper. It explains the core problem and is... Continue reading
Posted Sep 25, 2019 at ProfessorBainbridge.com
From CLS Blog: The debate about the purpose of corporations seems to have heated up after Larry Fink’s annual letter to the CEOs of companies in which BlackRock invests and again after the statement from the Business Roundtable. Both Fink’s letter and the Business Roundtable statement referred to global problems and how companies should embrace a greater responsibility to address them. The statement by the Business Roundtable has been perceived variously as a major shift in corporate law or as a PR exercise to prevent government regulation. Irrespective of its motivations, while an acknowledgement that a consideration of stakeholder interests... Continue reading
Posted Sep 25, 2019 at ProfessorBainbridge.com
As regular readers know, I have a long-standing interest in legal aspects of the Catholic sex abuse scandal, which intersects both my vocational interests and my faith as a Roman Catholic. I read with great interest a new paper proposing a truth and reconciliation component to the legal processes: This article outlines the history of cleric sexual abuse from 1950 through contemporary times, and surveys past civil and criminal prosecutions of Roman Catholic sexual abuse cases. Contemporary theories of criminal liability may be either an alternative to – or an adjunct with – civil tort lawsuits, and injunctive relief is... Continue reading
Posted Sep 25, 2019 at ProfessorBainbridge.com
I liked very much Brett McDonnell's new article, The Corrosion Critique of Benefit Corporations: This Article evaluates what it labels the corrosion critique of benefit corporation statutes. These statutes have emerged as the leading new statutory alternative to enable and encourage social enterprises, businesses which seek both to generate financial returns for their investors while also pursuing social missions. Some persons who strongly support social enterprises have criticized benefit corporation statutes, arguing that they create a mistaken impression that companies organized under ordinary corporation statutes cannot consider the interests of non-shareholder stakeholders except insofar as doing so benefits shareholders in... Continue reading
Posted Sep 24, 2019 at ProfessorBainbridge.com
Attention adopters of Klein, Ramseyer & Bainbridge Business Associations casebook: We have posted updated PowerPoint slides for the entire book to our website https://t.co/fWddPKpi8e Free to use. Request password from your Foundation Press account rep. #lawtwitter #corporatelaw— Professor Bainbridge (@ProfBainbridge) September 20, 2019 Continue reading
Posted Sep 20, 2019 at ProfessorBainbridge.com
Conservatives Against Capitalism: From the Industrial Revolution to Globalization by Peter Kolozi https://t.co/jisXENO5ru— Professor Bainbridge (@ProfBainbridge) September 18, 2019 Continue reading
Posted Sep 18, 2019 at ProfessorBainbridge.com
This was a fun podcast to do. My thanks to @TheEconomist and @tamzinbooth. https://t.co/AeNIq0xMyQ — Professor Bainbridge (@ProfBainbridge) September 18, 2019 Continue reading
Posted Sep 18, 2019 at ProfessorBainbridge.com
T. Boone Pickens Jr. Dies. Lots of memories, including the landmark case, Unocal v. Mesa Petroleum. And representing him at Baker Botts. And meeting him on Capitol Hill. And his role in Anatomy of a Merger. RIP https://t.co/i18Gg4ERip— Gordon Smith (@professor_smith) September 11, 2019 I once talked to Pickens about old stories of his raids, particularly Gulf, and the reception he got then vs activists today. My favorite quote: "One said 'He’s a fast buck artist.' Who in the hell wants to be a slow buck artist?" https://t.co/yUx33lMgsR— Dave Benoit (@DaveCBenoit) September 11, 2019 There’s a great moment in this... Continue reading
Posted Sep 11, 2019 at ProfessorBainbridge.com
Cydney Posner: As reported here on Bloomberg, a conservative activist group has filed a lawsuit, Crest v. Alex Padilla, in California state court on behalf of three California taxpayers seeking to prevent implementation and enforcement of SB 826, California’s Board gender diversity legislation. This appears to be the first litigation filed to challenge the new law. Framed as a “taxpayer suit,” the litigation seeks to enjoin Alex Padilla, the California Secretary of State, from expending taxpayer funds and taxpayer-financed resources to enforce or implement the law, alleging that the law’s mandate is an unconstitutional gender-based quota and violates the California... Continue reading
Posted Sep 7, 2019 at ProfessorBainbridge.com
Ms Minow and I have frequently disagreed over the years, but we're largely on the same page in disparaging the new BRT statement on corporate purpose. She's got an excellent 6-point commentary over at the Harvard Forum that is well worth reading. Continue reading
Posted Sep 7, 2019 at ProfessorBainbridge.com
Brian: Legal historian John Witt here, responding to former Dean Anthony Kronman's new book (see this interview for the flavor, although he doesn't discuss the renaming of Calhoun College). I'm inclined to agree with Professor Witt that renaming Calhoun College was a more than reasonable decision; but I'm also inclined to agree with Professor Kronman that (as he recently wrote in the Wall Street Journal), “Diversity, as it is understood today…means diversity of race, ethnicity, gender and sexual orientation. Diversity in this sense is not an academic value. Its origin and aspiration are political [i.e. justice for victims of discrimination].... Continue reading
Posted Sep 7, 2019 at ProfessorBainbridge.com
In the preceding post, I discussed the NY Times article discussing how Amazon outsources delivery services to what purport to be independent contractors, but who actually may well be servants. I explained that principals can be held vicariously liable for the torts of those agents who are servants but not those who are independent contractors. The NYT article observed that: FedEx has settled lawsuits in recent years brought by drivers who argued that they functioned as employees, not independent contractors. Last week, Uber and Lyft announced that they would spend $60 million to contest a proposed California law that would... Continue reading
Posted Sep 6, 2019 at ProfessorBainbridge.com
The NY Times reports that: In its relentless push for e-commerce dominance, Amazon has built a huge logistics operation in recent years to get more goods to customers’ homes in less and less time. As it moves to reduce its reliance on legacy carriers like United Parcel Service, the retailer has created a network of contractors across the country that allows the company to expand and shrink the delivery force as needed, while avoiding the costs of taking on permanent employees. But Amazon’s promise of speedy delivery has come at a price, one largely hidden from public view. An investigation... Continue reading
Posted Sep 6, 2019 at ProfessorBainbridge.com
Lawyers from Richards Kibbe & Orbe outline the limited legal implications of The Business Roundtable Statement: Shareholders are the only constituency to which directors owe fiduciary duties and the only constituency wielding corporate law powers. Delaware corporate law is and remains resolutely shareholder-centric. ... Of course, my readers have known that for quite a while now. Continue reading
Posted Sep 1, 2019 at ProfessorBainbridge.com
Omari Scott Simmons argues: The embrace of shareholder activism as a tool to bring about broad social change is a welcome development. It reflects a trend of outsourcing public functions and values to private actors and stems in part from a frustration with interest group politics and existing democratic processes in the public context. However, overreliance on shareholder activism and similar private tactics may lead to an expectations gap; they are not an effective surrogate for persistent, organized, mobilized social movements that employ diverse tactics in traditional democratic venues. What we are seeing these days is yet another attempt by... Continue reading
Posted Sep 1, 2019 at ProfessorBainbridge.com
Keith Paul Bishop offers some guidance to this question that became even more fraught with the passage of the California gender quota bill. Continue reading
Posted Aug 28, 2019 at ProfessorBainbridge.com
In a lengthy WSJ article on Democrat proposals to tax wealth, my friend and UCLAW colleague Jason Oh is quoted as offering a practical cautionary note: For the richest Americans, Democrats want to shift toward taxing their wealth, instead of just their salaries and the income their assets generate. The personal income tax indirectly touches wealth, but only when assets are sold and become income. ... In the real world, a wealth tax would emerge from Congress riddled with gaps that the tax-planning industry would exploit, said Jason Oh, a law professor at the University of California, Los Angeles. For... Continue reading
Posted Aug 28, 2019 at ProfessorBainbridge.com
My friend and former colleague Sam Bray writes in Reason that: There was a very significant decision yesterday from the Seventh Circuit on whether the Federal Trade Commission can seek restitution under Section 13(b) of the Federal Trade Commission Act. The case is FTC v. Credit Bureau Center, and the question is about whether Section 13(b) of the Act, which authorizes injunctions, thereby impliedly authorizes restitutionary relief (so-called "disgorgement"). Another section of the Act authorizes restitution, but it has additional requirements. So the FTC naturally wants to use the injunction provision to get restitution, and it has been allowed to... Continue reading
Posted Aug 28, 2019 at ProfessorBainbridge.com
2 x duck legs 4 tablespoons hoisin sauce 1 tablespoon soy sauce 1 tablespoon rice wine 1 teaspoon minced garlic 1 teaspoon crushed ginger 1 teaspoon 5-spice powder Salt and pepper Combine all ingredients other than the duck legs in a small bowl and whisk to combine. Put the duck legs in a heavy duty zip-top plastic bag and add the marinade. Rub thoroughly and put in refrigerator overnight. Put your ChefSteps Joule Sous Vide in your spaghetti pot and fill with warm water to within an inch of the top. Set the Joule temperature to 167° and the time... Continue reading
Posted Aug 24, 2019 at ProfessorBainbridge.com
¼ cup soy sauce 2 tablespoons hoisin sauce 1 tablespoon honey 1 teaspoon Siracha sauce 1 teaspoon minced garlic 1 teaspoon minced ginger 1 tablespoon sesame oil ½ teaspoon 5 spice powder Salt and pepper 2 scallions sliced thinly 12 ounces skirt steak cut into two pieces and trimmed of any connective tissue Combine all ingredients other than the skirt steak in a large bowl and whisk to combine. Add skirt steak and toss to coat. Allow to marinate for 30 minutes at room temperature. Set broiler pan under broiler on top rack. Preheat broiler and pan for 10 minutes.... Continue reading
Posted Aug 24, 2019 at ProfessorBainbridge.com
¼ cup extra virgin olive oil 1 ½ tablespoons rice vinegar 2 tablespoons lime juice 1 tablespoon honey ¾ tablespoon Red Boat fish sauce Pinch salt Grind of black pepper 1 red jalapeno chile (remove seeds and ribs then diced fine) 4 ounces grated carrots 4 ounces packaged cole slaw mix 4 scallions, green parts only, sliced thinly Combine olive oil, vinegar, lime juice, honey, fish sauce, salt, and pepper in a large bowl. Whisk to combine. Add vegetables and toss to coat. Continue reading
Posted Aug 24, 2019 at ProfessorBainbridge.com
¼ cup extra virgin olive oil 1 ½ tablespoons rice vinegar ½ tablespoon sesame oil Pinch salt Grind of black pepper 1 ripe Asian pear, peeled, cored, julienned 5 ounces grated carrots 7 ounces packaged cole slaw mix 4 scallions, green parts only, sliced thinly Combine olive oil, vinegar, sesame oil, salt, and pepper in a large bowl. Whisk to combine. Add vegetables and toss to coat. Served with duck breasts in hoisin sauce. Continue reading
Posted Aug 22, 2019 at ProfessorBainbridge.com