My former UCLAW colleague Lynn Stout offered a similarly constrained version of her argument that:
There is a common belief that corporate directors have a legal duty to maximize corporate profits and “shareholder value” — even if this means skirting ethical rules, damaging the environment or harming employees. But this belief is utterly false. To quote the U.S. Supreme Court opinion in the recent Hobby Lobby case: “Modern corporate law does not require for-profit corporations to pursue profit at the expense of everything else, and many do not.”
As regular readers know, I emphatically reject that view. For prior discussion in this space, see:
Jan 20, 2015 ...  Although Blair and Stout tend to downplay the normative ... Blair and Stout stretch the team production model to encompass the entire firm. ...... on When does Leo Strine sleep? politicalfootball on I guess it depends on ...
My UCLAW colleague Daniel Bussel has a post on the increasing importance of bankruptcy examiners:
There is a buzz in the air concerning bankruptcy examiners. Recently in such cases as ResCap, Dynegy and Tribune, and perhaps now in Caesars, examiners have played a decisive role in resolving major chapter 11 cases that turned on disputed litigation claims and avoiding power rights. Numerous commentators, and now the ABI Chapter 11 Study Commission, have called for their expanded use.
Dan goes on to discuss our retired UCLAW colleague Ken Klee's role as an examiner in the Tribune case. Not my field, of course, but interesting nonetheless.
On April 14, 2015, the U.S. Court of Appeals for the Third Circuit overturned a lower court decision that would have required publicly traded companies to include frivolous and inappropriate shareholder proposals in proxy statements at the company’s expense—and, therefore, at the expense of every other shareholder. In a concise, two-page order, the appeals court vacated the district court’s order, concluding that “Wal-Mart may exclude Trinity’s Proposal from its 2015 proxy materials.” The decision was a victory for WLF, which filed a brief in the case arguing that the proposal was not only excludable under the SEC’s “ordinary business” exception, because it related to Wal-Mart’s ordinary business matters, but the proposal was so vague that neither the company nor its shareholders would be able to determine with any reasonable certainty what actions the proposal would require. The appeals court will issue a more detailed opinion explaining its decision in the coming weeks.
Schill said he is a seasoned money-raiser who tripled annual alumni donations while at the helm of both UCLA's and Chicago's law schools. He said he is able to unite faculty, students and alumni and able to inspire potential donors with his vision for transforming the school toward greatness.
I have been fortunate to work for many great deans, but Mike Schill ranks very high in my estimation. He's a great leader whom I would always be proud to follow into academic battles. I can't quite see Mike as president of a football factory (especially a Nike subsidiary), but more power to him. Except when Oregon plays UCLA.
For dinner tonight I made a quasi-homemade lamb and lentil stew. After browning 4 lamb shoulder chops in my All-Clad 3-Quart Saute Pan with Lid, I used the same pan to braise the chops in a cheap red wine with a bay leaf, some shallot and garlic, a dozen peppercorns, and a couple of sprigs of rosemary. After about 2 hours, they were very tender. I let the chops cool until I could pull the meat into shreds, while defatting the braising liquid.
I then fried two ounces of pancetta in a teaspoon of olive oil in my All-Clad 3-Quart Saucier Pan with Lid. I briefly sautéed sone shallots and garlic in the same pan and then added 1 drained 14.5 ounce can of Muir Fire Roasted Tomatoes to the pan. I then added one 14.5 ounce can of Amy's vegetarian lentil soup to the pan, along with some frozen chopped spinach and some finely chopped frozen green beans to the mix. I added the lamb and let the soup simmer for 10 minutes. It was a little dry at this point so I added some of the defatted braising liquid to loosen it up.
I served one of my all-time favorite wines, a 1986 Chateau Meyney (last noted in 2011). I required decanting, both to get it off the heavy sediment and to let the wine aerate. At first, there was a rather funky aroma but it blew off with some time to breathe. Classic bouquet and flavor associations included prunes, cedar, leather, tobacco, and earth. It probably can go another 5 years. One bottle left: When to drink it? Grade: A
As Ian Millhiser illustrates in his trenchant, persuasive, and profoundly dispiriting bookInjustices, the Supreme Court has consistently and unapologetically used its authority to thwart progress and perpetuate inequality. The child labor disaster is, if you can believe it, one of the less appalling stories in the book. For as long as the court has held the power to strike down laws—a power it created—its justices have used this authority to impose their own antiquated, antidemocratic ideas on the country at large. Millhiser repeatedly ponders why the court has so persistently hindered self-rule and social progress. The better question to ask about the court, however, is a more basic one: Why do we still put up with it?
I suppose it would be bootless to remind Slate and its readers that not so long ago the shoe was on the other foot:
Strine became Delaware's eighth Supreme Court chief justice on Feb. 28, 2014. Since then, he has issued more than 100 opinions and orders, welcomed three new justices to the court, formed a committee to overhaul problem-solving courts, and started a commission for access to justice.
In addition, by my count, he's posted 10 new articles to SSRN.com in the last year. I am reminded of the story line from Calvin & Hobbes when Calvin cloned himself. Strain must be cloning himself to maintain this amazing level of productivity.
At campuses across the country, traditional ideals of freedom of expression and the right to dissent have been deeply compromised or even abandoned as college and university faculties and administrators have capitulated to demands for language and even thought policing. Academic freedom, once understood to be vitally necessary to the truth-seeking mission of institutions of higher learning, has been pushed to the back of the bus in an age of "trigger warnings," "micro-aggressions," mandatory sensitivity training, and grievance politics. It was therefore refreshing that the University of Chicago, one of the academic world's most eminent and highly respected institutions, in the face of all this issued a report ringingly reaffirming the most robust conception of academic freedom. The question was whether other institutions would follow suit.
Yesterday, the Princeton faculty, led by the distinguished mathematician Sergiu Klainerman, who grew up under communist oppression in Romania and knows a thing or two about the importance of freedom of expression, formally adopted the principles of the University of Chicago report. They are now the official policy of Princeton University. I am immensely grateful to Professor Klainerman for his leadership, and I am proud of my colleagues, the vast majority of whom voted in support of his motion.
The Washington Legal Foundation has filed an amicus brief in Trinity Wall Street v. Wal-Mart Stores, Inc. As their press release explains:
The U.S. Court of Appeals for the Third Circuit will hear oral argument in Philadelphia tomorrow, April 8, in a closely watched case that will determine when individual corporate shareholders can force a corporation to include shareholder proposals in its annual proxy statement. ...
In this case, an activist shareholder sought to include a proposal in Wal-Mart’s proxy materials that would, if adopted, compel the board’s governance committee to review the company’s policies concerning the sale of potentially dangerous or offensive products. WLF argues that the “ordinary business” exception permits exclusion of proposals about the nature of the products the company sells.
The WLF's position has to be correct. If the court goes the other way, the ordinary business exception will have been completely eviscerated. Shareholders will be empowered to micro-manage basic business decisions.