It has nothing to do with whether he's politically liberal or conservative. Note that he clerked for both Judge Richard Posner on the 7th Circuit and Justice Scalia of the SCOTUS, two very NOT liberal judges; not the actions of a generally politically liberal person.
The fee is high because they know that people can't afford not to have a car. Gray Davis wanted to triple the VLF in order to help pay for the CA budget crisis; this was expressly the reason for raising the fee. If what you are saying is true, then the state couldn't fairly have expected to be able to use the increase in the VLF. Really, though, the state knew very well that car usage would barely budge and that everyone would be stuck paying the higher fee.
And I don't think my negative thoughts about the fee are wrongly held. I moved here having lived most of my life in places where I didn't need a car because public transportation was adequate or even great. Last year was the first time I bought a car. I had tried to depend on the northern California public transit system, but discovered quickly that it's just not possible to do so unless you live and work in SF.
Car registration is much lower in California?? Perhaps I misunderstand what you're talking about, but the "registration fee" is about the same as in most other states (~$30), but then they tack on the "vehicle license fee", which is insanely high depending on the year of your car. Every freaking year, in order to renew your registration, you have to pay both the registration fee and the vehicle license fee. Before Arnold rolled back Gray Davis's TRIPLING of the previous fee (which was already very high relative to other states -- for me, ~$200), I got a bill for nearly $500 for registration renewal of my car. $500, to drive my car for 1 year!!!!!!!! That's INSANE. I've lived in 5 other states (all on the east coast), and none do that; they probably average around $60 for a renewal.
First of all, this provision is certainly not "extraordinarily draconian." It's an indemnification of MSFT for suits brought because of the derivative work that join MSFT; this isn't extraordinary at all. Second, you misread the provision, and that misreading is critical. The author of a derivative commercial work would have to indemnify MSFT "to the extent caused by the acts or omissions of such [author] in connection with its distribution of the Program in a commercial product offering". It's entirely expected, and most certainly not draconian, that MSFT (or anyone that releases original work under this license) should not to have to pay for expenses in defending itself for acts or omissions *of the author* in connection with the author's publishing and sale of his derivative work. Otherwise, it wouldn't be fair.
This isn't really an unusual covenant and carveout. Probably the stock option plan(s) that SCO has provide for a right-of-first-refusal in each option exercise or a repurchase option for early exercised options (if they allow that), which would be fairly typical. It would be expected to argue for and win a carveout for such repurchases in a covenant that would otherwise prevent repurchases.
In a corporation the stockholders have a group known as the Board of Directors who represent them legally. This is doen to save time educating all the stockholders from complex issues, and let a few people specialize in the company. The board makes decisions for the stockholders on upper management, offers to buy or sell major assets, stock issuance and repurchase policies, compenstion plans, and other big issues (some charters require a vote of all the shareholders for these items).
This isn't an entirely correct characterization of a board of directors. The board represents the corporation, NOT the shareholders; the board has a fiduciary duty to the shareholders. This is an important distinction. The board is not there to educate all the shareholders, nor is it there to make decisions "for" stockholders. The board has the sole responsibility to make decisions about the ordinary business of the company. This is why the board (and its agents) are generally protected by the "business judgment rule" in most jurisdictions -- shareholders really have no say about the regular business of a company. (Incidentally, this is also why most shareholder proposals (that have to do with company business and that are not in the form of recommendations) are excluded from proxy materials.)
The shareholders have only a few responsibilities, the most important being to decide who is on the board, to consent to amendments to the charter, and to consent to or make decisions as to major corporate changes, including the ones you mention as well as dissolution.
... hostile takeover requres the rejection of the unsolicited offer, then a proxy fight.
Hostile takeovers don't only involve proxy fights; much of the time, hostile takeovers are the result of hostile tender offers, which, if successful, don't require proxy fights. The Oracle takeover attempt of Peoplesoft, for example, started out as a tender offer, but they were (are) unsuccessful (so far). Thus, they're trying to do a proxy fight. This is in addition to the antitrust problems.
Incidentally, offers are usually at a large premium to the current price, and are one of the few things that almost always result in insider trading convictions if you get caught.
The way it was presented to the judge was that "you have to use MSIE and nothing else."
Remember, there are always two (or more) sides; I really doubt that the other side would fail to argue what you said -- "Sure MS included a web browser with their software, but nothing excluded you from getting a browser of your choice." If anything, that would be one of the first questions to be settled.
It's true that some judges are more "plugged in" than others. But judges have to deal with issues and facts every day that are beyond their expertise. Technology is only one of many fields, which could range from medicine to sports to finance to construction. If need be, judges will get help. Ultimately, though, what matters is what the law is and how the law applies to the facts. I have no doubt that 99.9% of judges out there know what spam is and how it's a big problem. But judges can't rule based on the fact that spam is a problem; they have to look at the law, find out what the facts are, and apply the law accordingly, in each case.
Furthermore, since you are more informed about this than I, exactly what other laws are there that currently restrict them from allowing suits against "Jimmy James' Viagra Distributors Inc" because an agent they are paying sent me unsolicited (and perhaps immoral depending on your views) e-mail.
I'm not aware of any law that would stop a case like that. I was just saying that it's not a foregone conclusion that Jimmy James will lose the case just because the tort reform or technology advocates properly inform the judge of the issues.
I know I have seen cases where so many people went after a company for something, that a judge decided to group them all into one class action suit to protect the company and mitigate the possible damages.
I think I see what you're talking about; I'm sorry I misinterpreted. Most people who talk about class actions talk about the particular kind of class action that would allow opt-out; for example, the Janet Jackson halftime show lawsuit that was announced recently, or the Microsoft antitrust class actions.
There are other kinds of class actions. One type is where a judge will allow an action to be a class action if adjudication of some of the individual plaintiffs' cases might result in prejudicing the interests of other plaintiffs not party to those actions; it would be better to have everyone in the case so that everyone can look out for their interests simultaneously. Another type happens when there's a risk that adjudicating separate actions would result in incompatible rules for the defendant to follow; in those cases, as a logical matter, it would be necessary to establish one rule.
A judge won't group plaintiffs together, though, just to protect the company and mitigate its damages. Say, for example, Jimmy James does a clear, direct violation of a spam act that would allow for a private right of action (CAN-SPAM doesn't allow for one), and mails out to 1 million users. There's certainly a good reason to have a class action, but that kind of class action would almost definitely be the kind where individuals could opt-out. You could theoretically have a million lawsuits. The reality would be, though, that the separate cost to the class's individuals would be too insignificant to bother spending the money required to litigate. (This is the same reason why most individual consumers didn't opt-out of the Microsoft class actions; if they did, what would they have done, sued on their own, to win perhaps a free copy or two of Windows? It wouldn't have been worth it.)
Translations most certainly are copyrightable, and are certainly not considered the same as the original work for copyright purposes. Translations of works are derivative works, but this doesn't mean they don't get their own copyright. They *do*, however, infringe the original work, without a license (assuming the original work is not in the public domain).
Try reading the whole AP article on which it's based.
The chair of an ABA section isn't all that powerful -- that is, she can't decide ABA "policy" on anything. ABA policies and recommendations are committee-driven things, and the Antitrust section is especially highly organized; there are many subcommittees based on subject, and each subcommittee has a chair (or two). Becoming the chair of an ABA section is really 1) a prestige thing, meaning that the chair is widely respected as a top-flight attorney or legal mind in the area the section covers, and 2) an organizational thing.
The ABA sections have varying levels of influence in legislation; arguably, the antitrust section is quite influential. But there are many reasons that Microsoft will really have no sway, either at the ABA level or the legislation level.
In any case, a conflict of interest MIGHT occur if the ABA were supposed to decide something important or instrumental to the Microsoft antitrust cases. But the ABA most certainly isn't, because that's not the ABA's job.
As Winston Churchill said, "This is the sort of English up with which I will not put."
You might want to pick up a copy of Strunk and White: "Not only is the preposition acceptable at the end, sometimes it is more effective in that spot than anywhere else." You won't find a reputable modern English guide that teaches differently.
IBM's main attorneys are Cravath Swaine & Moore in NYC and a smaller firm (Snell & Wilmer) that has an office in Utah. Their inhouse counsel are of counsel. There is no possible way that this suit is costing IBM almost nothing. Even if IBM has Cravath on retainer (I'm not sure Cravath even takes retainers; IBM almost certainly doesn't have the Utah counsel on retainer), retainers aren't meant to pay for entire matters like this. Also, there is no amount of retainer that would pay for their defense in a case like this, especially for a firm like Cravath (which is one of the most prestigious (and expensive) law firms in the world).
SCO issued a new series of preferred stock and exchanged it for the series that Baystar and RBC bought late last year. The old preferred stock, the Series A, had a conversion feature that was structured in such a way that they (the conversion features) were considered derivative financial instruments that had to be listed on the balance sheet. For the same reason, SCO was also forced to continually calculate and account for changes in their (the conversion features') value. SCO didn't feel like doing these two things anymore -- it was a significant liability to put on the balance sheet and difficult to calculate their changes in value -- so it issued a new series of preferred that had a conversion feature that was structured in such a way that it didn't force SCO to account for it on the balance sheet (and for its valuation changes on the income statement).
The price floor, btw, is supposed to solve the toxic/death spiral PIPE problem. (In fact, such PIPEs are also called "floorless convertibles".) The variable conversion price the press release talks about is also called a floating conversion price (and hence yet another common name: "floating-price convertibles"), which is usually a bad sign (i.e., the sign of a toxic PIPE). A price floor would avoid the problem.
Altho none of this will be possible untill we have tort reform and technology advocates that can properly inform judges exactly what is going on and why it's important to allow people that are being spammed to sue individually and not in a class action.
First, it's ridiculous to think that judges don't know what's going on. Of course they do. But they are constrained by many things, not the least of which are existing laws. Second, you can ALWAYS sue individually -- if there's a class action, you can opt out of the class.
Your post shows that you have no idea what class actions are. Class actions exist to let people who suffer the same wrong sue *together*, sharing costs and distributing the risk of losing, when they wouldn't have sued *individually* because of the cost of starting, litigating and winning a lawsuit. In other words, it's societally efficient to have class actions. However, since a foundational rule in the American justice system is that everyone should be able to at least get into the court system (i.e., everyone gets their "day in court"), you can always opt out of a class and sue individually.
"One million lawsuits", of course, is highly inefficient, and unrealistic, because considering the amount of compensation most of those people would be suing for, most of those people would probably not bother suing anyway.
As long as they release fewer than 51% of the shares, a hostile takeover is impossible.
This is not true. A hostile takeover is impossible if the acquirer can't get 51% of the shares -- that's true. But it doesn't how many shares have been floated to the public, because in a hostile takeover attempt the acquirer will solicit all the shareholders, regardless whether they hold freely-tradeable or restricted stock. In other words, floating less than 51% of their shares does not function as an anti-takeover measure.
You're right that appeals courts don't make judgments as to the facts -- that is the job of the finder of fact in the trial, i.e., the jury, if it was a jury trial -- but constitutionality isn't the only thing that appeals courts consider. Appeals courts are mainly there to consider the legal reasoning behind a trial court decision. Constitutionality only sometimes becomes a major issue.
Also, the arguments made by the parties at the appellate level aren't going to use the evidence they originally offered at the trial level; whatever the finder of fact decided were the facts are the facts, so any factual arguments will use the same set of facts.
The legislation as written is still the ultimate responsibility of Congress; that's the way things work. If Bush had vetoed it, Congress could still have passed it by overriding his veto. (The vote was certainly enough to do so, although of course Bush's veto would have changed a lot.) As for Ashcroft, I'm not willing to allow for the Attorney General of the United States not to enforce a law, even if it's a law I disagree with. The AG did not write the law. The law was written and passed by the people's representatives. The AG's discretion should be limited to deciding whether he has the resources to enforce or litigate the laws and whether in particular situations it's better to fight another day. It shouldn't be whether he thinks a particular law should or shouldn't be enforced on its merits.
Some of what you say is incorrect. An LLC (a Limited Liability Company) is, by definition, not a corporation. The two business forms are very, very different. This means also that LLCs are very different from an S corporation, because S corps and C corps are exactly the same kind of business entity -- a corporation. The "S" and "C" designation is entirely a tax code thing; you don't "incorporate a C/S corp", you incorporate a corporation. You declare that you are an S corp to the IRS.
You're right that business owners who are choosing between the LLC form and the corporation should always consult an accountant, and consulting a lawyer would be good too. Aside from the tax advantages and disadvantages, there are many advantages and disadvantages to the LLC as a legal structure.
I get the feeling that both Ashcroft and Bush failed their history classes.
Um, it was Congress that wrote and passed (98-1 in the Senate, and 357-66 in the House) the PATRIOT Act. Ashcroft's JOB is to enforce it. Bush signed it into law, and certainly intended to, but Congress is ultimately responsible for writing and passing legislation. Did you fail your civics class?;)
The primary duty is not to increase the value of the stock, but to maximize shareholder value. There's a big difference, even though the value of stock is one of the best proxies for determining shareholder value. If the duty were to simply maximize the value of the stock, then we would see a lot more gaming of the system than we actually do. (We do see a lot of focus on short-term gains, but that's not the same as gaming the system.) We would also see tremendously more lawsuits against corporations.
In any case, the duty is not limited to the boards of publicly traded companies. The boards of ALL companies that have stock (i.e., corporations) have this duty. It's just that publicly traded stock has an obvious apparent value; the stock of privately held companies is more difficult to value, if only because you have to guess.
Well, it looks like radio is more popular for experienced users as an information source, and less so as a source of entertainment.
I think this makes sense. The more educated people are, the more they use the Internet. NPR and other sources of talk radio seem to be much more popular among the more educated. Thus the correlation.
I wonder if there's another reason lurking in the shadows: that the more one uses the Internet as an information source, the more likely one is to be addicted to the constant information flow, and thus, the more likely one one will listen to information-rich radio (at least in situations where you can't get to the Internet). In other words, most of the time, certain people will opt to use the Internet rather than watch TV for news, but when they can't get either, and they need their information fix, they'll listen to the radio. Frankly, that's what I do -- I couldn't even bear driving to the grocery store without at least checking what's on NPR and the AM news stations.
BTW, of all the radio (i.e., NPR) listeners I know, none listen to Rush Limbaugh. Everyone listens to NPR.
Google has ALWAYS had to "satisfy a bunch of shareholders' demands." It's a corporation with shareholders. It doesn't matter if the company is public or private; fiduciary duties to shareholders (and the company) are fiduciary duties to shareholders and the company.
The only difference after going public is 1) there will be a lot more shareholders and 2) Google might end up with some significant minority shareholders whose behaviors it can't predict or control. (VCs are a lot more predictable than a random shareholder, if only because VCs usually sit on the board of directors and are otherwise used as close business advisors.) Other than that, the fiduciary duties have always and will always exist.
Very not likely. VCs in a VC financing will always subject themselves to a 180 day lockup after an IPO, and in any case, the underwriters in an IPO always demand that every securityholder be subject to a 180 day lockup.
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It has nothing to do with whether he's politically liberal or conservative. Note that he clerked for both Judge Richard Posner on the 7th Circuit and Justice Scalia of the SCOTUS, two very NOT liberal judges; not the actions of a generally politically liberal person.
The fee is high because they know that people can't afford not to have a car. Gray Davis wanted to triple the VLF in order to help pay for the CA budget crisis; this was expressly the reason for raising the fee. If what you are saying is true, then the state couldn't fairly have expected to be able to use the increase in the VLF. Really, though, the state knew very well that car usage would barely budge and that everyone would be stuck paying the higher fee.
And I don't think my negative thoughts about the fee are wrongly held. I moved here having lived most of my life in places where I didn't need a car because public transportation was adequate or even great. Last year was the first time I bought a car. I had tried to depend on the northern California public transit system, but discovered quickly that it's just not possible to do so unless you live and work in SF.
Fair enough -- but I only moved here a little more than year and a half ago. :)
Car registration is much lower in California?? Perhaps I misunderstand what you're talking about, but the "registration fee" is about the same as in most other states (~$30), but then they tack on the "vehicle license fee", which is insanely high depending on the year of your car. Every freaking year, in order to renew your registration, you have to pay both the registration fee and the vehicle license fee. Before Arnold rolled back Gray Davis's TRIPLING of the previous fee (which was already very high relative to other states -- for me, ~$200), I got a bill for nearly $500 for registration renewal of my car. $500, to drive my car for 1 year!!!!!!!! That's INSANE. I've lived in 5 other states (all on the east coast), and none do that; they probably average around $60 for a renewal.
First of all, this provision is certainly not "extraordinarily draconian." It's an indemnification of MSFT for suits brought because of the derivative work that join MSFT; this isn't extraordinary at all. Second, you misread the provision, and that misreading is critical. The author of a derivative commercial work would have to indemnify MSFT "to the extent caused by the acts or omissions of such [author] in connection with its distribution of the Program in a commercial product offering". It's entirely expected, and most certainly not draconian, that MSFT (or anyone that releases original work under this license) should not to have to pay for expenses in defending itself for acts or omissions *of the author* in connection with the author's publishing and sale of his derivative work. Otherwise, it wouldn't be fair.
This isn't really an unusual covenant and carveout. Probably the stock option plan(s) that SCO has provide for a right-of-first-refusal in each option exercise or a repurchase option for early exercised options (if they allow that), which would be fairly typical. It would be expected to argue for and win a carveout for such repurchases in a covenant that would otherwise prevent repurchases.
In a corporation the stockholders have a group known as the Board of Directors who represent them legally. This is doen to save time educating all the stockholders from complex issues, and let a few people specialize in the company. The board makes decisions for the stockholders on upper management, offers to buy or sell major assets, stock issuance and repurchase policies, compenstion plans, and other big issues (some charters require a vote of all the shareholders for these items).
This isn't an entirely correct characterization of a board of directors. The board represents the corporation, NOT the shareholders; the board has a fiduciary duty to the shareholders. This is an important distinction. The board is not there to educate all the shareholders, nor is it there to make decisions "for" stockholders. The board has the sole responsibility to make decisions about the ordinary business of the company. This is why the board (and its agents) are generally protected by the "business judgment rule" in most jurisdictions -- shareholders really have no say about the regular business of a company. (Incidentally, this is also why most shareholder proposals (that have to do with company business and that are not in the form of recommendations) are excluded from proxy materials.)
The shareholders have only a few responsibilities, the most important being to decide who is on the board, to consent to amendments to the charter, and to consent to or make decisions as to major corporate changes, including the ones you mention as well as dissolution.
Hostile takeovers don't only involve proxy fights; much of the time, hostile takeovers are the result of hostile tender offers, which, if successful, don't require proxy fights. The Oracle takeover attempt of Peoplesoft, for example, started out as a tender offer, but they were (are) unsuccessful (so far). Thus, they're trying to do a proxy fight. This is in addition to the antitrust problems.
Incidentally, offers are usually at a large premium to the current price, and are one of the few things that almost always result in insider trading convictions if you get caught.
What do you mean by this?
The way it was presented to the judge was that "you have to use MSIE and nothing else."
Remember, there are always two (or more) sides; I really doubt that the other side would fail to argue what you said -- "Sure MS included a web browser with their software, but nothing excluded you from getting a browser of your choice." If anything, that would be one of the first questions to be settled.
It's true that some judges are more "plugged in" than others. But judges have to deal with issues and facts every day that are beyond their expertise. Technology is only one of many fields, which could range from medicine to sports to finance to construction. If need be, judges will get help. Ultimately, though, what matters is what the law is and how the law applies to the facts. I have no doubt that 99.9% of judges out there know what spam is and how it's a big problem. But judges can't rule based on the fact that spam is a problem; they have to look at the law, find out what the facts are, and apply the law accordingly, in each case.
Furthermore, since you are more informed about this than I, exactly what other laws are there that currently restrict them from allowing suits against "Jimmy James' Viagra Distributors Inc" because an agent they are paying sent me unsolicited (and perhaps immoral depending on your views) e-mail.
I'm not aware of any law that would stop a case like that. I was just saying that it's not a foregone conclusion that Jimmy James will lose the case just because the tort reform or technology advocates properly inform the judge of the issues.
I know I have seen cases where so many people went after a company for something, that a judge decided to group them all into one class action suit to protect the company and mitigate the possible damages.
I think I see what you're talking about; I'm sorry I misinterpreted. Most people who talk about class actions talk about the particular kind of class action that would allow opt-out; for example, the Janet Jackson halftime show lawsuit that was announced recently, or the Microsoft antitrust class actions.
There are other kinds of class actions. One type is where a judge will allow an action to be a class action if adjudication of some of the individual plaintiffs' cases might result in prejudicing the interests of other plaintiffs not party to those actions; it would be better to have everyone in the case so that everyone can look out for their interests simultaneously. Another type happens when there's a risk that adjudicating separate actions would result in incompatible rules for the defendant to follow; in those cases, as a logical matter, it would be necessary to establish one rule.
A judge won't group plaintiffs together, though, just to protect the company and mitigate its damages. Say, for example, Jimmy James does a clear, direct violation of a spam act that would allow for a private right of action (CAN-SPAM doesn't allow for one), and mails out to 1 million users. There's certainly a good reason to have a class action, but that kind of class action would almost definitely be the kind where individuals could opt-out. You could theoretically have a million lawsuits. The reality would be, though, that the separate cost to the class's individuals would be too insignificant to bother spending the money required to litigate. (This is the same reason why most individual consumers didn't opt-out of the Microsoft class actions; if they did, what would they have done, sued on their own, to win perhaps a free copy or two of Windows? It wouldn't have been worth it.)
Translations most certainly are copyrightable, and are certainly not considered the same as the original work for copyright purposes. Translations of works are derivative works, but this doesn't mean they don't get their own copyright. They *do*, however, infringe the original work, without a license (assuming the original work is not in the public domain).
Try reading the whole AP article on which it's based.
The chair of an ABA section isn't all that powerful -- that is, she can't decide ABA "policy" on anything. ABA policies and recommendations are committee-driven things, and the Antitrust section is especially highly organized; there are many subcommittees based on subject, and each subcommittee has a chair (or two). Becoming the chair of an ABA section is really 1) a prestige thing, meaning that the chair is widely respected as a top-flight attorney or legal mind in the area the section covers, and 2) an organizational thing.
The ABA sections have varying levels of influence in legislation; arguably, the antitrust section is quite influential. But there are many reasons that Microsoft will really have no sway, either at the ABA level or the legislation level.
In any case, a conflict of interest MIGHT occur if the ABA were supposed to decide something important or instrumental to the Microsoft antitrust cases. But the ABA most certainly isn't, because that's not the ABA's job.
As Winston Churchill said, "This is the sort of English up with which I will not put."
You might want to pick up a copy of Strunk and White: "Not only is the preposition acceptable at the end, sometimes it is more effective in that spot than anywhere else." You won't find a reputable modern English guide that teaches differently.
IBM's main attorneys are Cravath Swaine & Moore in NYC and a smaller firm (Snell & Wilmer) that has an office in Utah. Their inhouse counsel are of counsel. There is no possible way that this suit is costing IBM almost nothing. Even if IBM has Cravath on retainer (I'm not sure Cravath even takes retainers; IBM almost certainly doesn't have the Utah counsel on retainer), retainers aren't meant to pay for entire matters like this. Also, there is no amount of retainer that would pay for their defense in a case like this, especially for a firm like Cravath (which is one of the most prestigious (and expensive) law firms in the world).
SCO issued a new series of preferred stock and exchanged it for the series that Baystar and RBC bought late last year. The old preferred stock, the Series A, had a conversion feature that was structured in such a way that they (the conversion features) were considered derivative financial instruments that had to be listed on the balance sheet. For the same reason, SCO was also forced to continually calculate and account for changes in their (the conversion features') value. SCO didn't feel like doing these two things anymore -- it was a significant liability to put on the balance sheet and difficult to calculate their changes in value -- so it issued a new series of preferred that had a conversion feature that was structured in such a way that it didn't force SCO to account for it on the balance sheet (and for its valuation changes on the income statement).
The price floor, btw, is supposed to solve the toxic/death spiral PIPE problem. (In fact, such PIPEs are also called "floorless convertibles".) The variable conversion price the press release talks about is also called a floating conversion price (and hence yet another common name: "floating-price convertibles"), which is usually a bad sign (i.e., the sign of a toxic PIPE). A price floor would avoid the problem.
Altho none of this will be possible untill we have tort reform and technology advocates that can properly inform judges exactly what is going on and why it's important to allow people that are being spammed to sue individually and not in a class action.
First, it's ridiculous to think that judges don't know what's going on. Of course they do. But they are constrained by many things, not the least of which are existing laws. Second, you can ALWAYS sue individually -- if there's a class action, you can opt out of the class.
Your post shows that you have no idea what class actions are. Class actions exist to let people who suffer the same wrong sue *together*, sharing costs and distributing the risk of losing, when they wouldn't have sued *individually* because of the cost of starting, litigating and winning a lawsuit. In other words, it's societally efficient to have class actions. However, since a foundational rule in the American justice system is that everyone should be able to at least get into the court system (i.e., everyone gets their "day in court"), you can always opt out of a class and sue individually.
"One million lawsuits", of course, is highly inefficient, and unrealistic, because considering the amount of compensation most of those people would be suing for, most of those people would probably not bother suing anyway.
I am a law student looking to write a paper on M$'s licensing of SCO's "code."
Curious. What's the legal issue? Or, I guess, what class are you writing this paper for?
As long as they release fewer than 51% of the shares, a hostile takeover is impossible.
This is not true. A hostile takeover is impossible if the acquirer can't get 51% of the shares -- that's true. But it doesn't how many shares have been floated to the public, because in a hostile takeover attempt the acquirer will solicit all the shareholders, regardless whether they hold freely-tradeable or restricted stock. In other words, floating less than 51% of their shares does not function as an anti-takeover measure.
You're right that appeals courts don't make judgments as to the facts -- that is the job of the finder of fact in the trial, i.e., the jury, if it was a jury trial -- but constitutionality isn't the only thing that appeals courts consider. Appeals courts are mainly there to consider the legal reasoning behind a trial court decision. Constitutionality only sometimes becomes a major issue.
Also, the arguments made by the parties at the appellate level aren't going to use the evidence they originally offered at the trial level; whatever the finder of fact decided were the facts are the facts, so any factual arguments will use the same set of facts.
The legislation as written is still the ultimate responsibility of Congress; that's the way things work. If Bush had vetoed it, Congress could still have passed it by overriding his veto. (The vote was certainly enough to do so, although of course Bush's veto would have changed a lot.) As for Ashcroft, I'm not willing to allow for the Attorney General of the United States not to enforce a law, even if it's a law I disagree with. The AG did not write the law. The law was written and passed by the people's representatives. The AG's discretion should be limited to deciding whether he has the resources to enforce or litigate the laws and whether in particular situations it's better to fight another day. It shouldn't be whether he thinks a particular law should or shouldn't be enforced on its merits.
Some of what you say is incorrect. An LLC (a Limited Liability Company) is, by definition, not a corporation. The two business forms are very, very different. This means also that LLCs are very different from an S corporation, because S corps and C corps are exactly the same kind of business entity -- a corporation. The "S" and "C" designation is entirely a tax code thing; you don't "incorporate a C/S corp", you incorporate a corporation. You declare that you are an S corp to the IRS.
You're right that business owners who are choosing between the LLC form and the corporation should always consult an accountant, and consulting a lawyer would be good too. Aside from the tax advantages and disadvantages, there are many advantages and disadvantages to the LLC as a legal structure.
I get the feeling that both Ashcroft and Bush failed their history classes.
;)
Um, it was Congress that wrote and passed (98-1 in the Senate, and 357-66 in the House) the PATRIOT Act. Ashcroft's JOB is to enforce it. Bush signed it into law, and certainly intended to, but Congress is ultimately responsible for writing and passing legislation. Did you fail your civics class?
The primary duty is not to increase the value of the stock, but to maximize shareholder value. There's a big difference, even though the value of stock is one of the best proxies for determining shareholder value. If the duty were to simply maximize the value of the stock, then we would see a lot more gaming of the system than we actually do. (We do see a lot of focus on short-term gains, but that's not the same as gaming the system.) We would also see tremendously more lawsuits against corporations.
In any case, the duty is not limited to the boards of publicly traded companies. The boards of ALL companies that have stock (i.e., corporations) have this duty. It's just that publicly traded stock has an obvious apparent value; the stock of privately held companies is more difficult to value, if only because you have to guess.
Well, it looks like radio is more popular for experienced users as an information source, and less so as a source of entertainment.
I think this makes sense. The more educated people are, the more they use the Internet. NPR and other sources of talk radio seem to be much more popular among the more educated. Thus the correlation.
I wonder if there's another reason lurking in the shadows: that the more one uses the Internet as an information source, the more likely one is to be addicted to the constant information flow, and thus, the more likely one one will listen to information-rich radio (at least in situations where you can't get to the Internet). In other words, most of the time, certain people will opt to use the Internet rather than watch TV for news, but when they can't get either, and they need their information fix, they'll listen to the radio. Frankly, that's what I do -- I couldn't even bear driving to the grocery store without at least checking what's on NPR and the AM news stations.
BTW, of all the radio (i.e., NPR) listeners I know, none listen to Rush Limbaugh. Everyone listens to NPR.
You *are* confused. Did you miss the bottom line of every page of search results that says "Search Technology provided by Google"?
Google has ALWAYS had to "satisfy a bunch of shareholders' demands." It's a corporation with shareholders. It doesn't matter if the company is public or private; fiduciary duties to shareholders (and the company) are fiduciary duties to shareholders and the company.
The only difference after going public is 1) there will be a lot more shareholders and 2) Google might end up with some significant minority shareholders whose behaviors it can't predict or control. (VCs are a lot more predictable than a random shareholder, if only because VCs usually sit on the board of directors and are otherwise used as close business advisors.) Other than that, the fiduciary duties have always and will always exist.
[KPCB will] cash out at IPO.
Very not likely. VCs in a VC financing will always subject themselves to a 180 day lockup after an IPO, and in any case, the underwriters in an IPO always demand that every securityholder be subject to a 180 day lockup.