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  1. Re:Getting worried on Google to Offer Free Wi-Fi? · · Score: 1
    I'm not sure what it is you're claiming isn't true, but whatever it is maybe you could point to an SEC ruling which says so. Honestly though, I doubt the SEC would have any say in such a matter, as such corporate governance matters are generally handled by the state, and have nothing to do with whether or not a company is publically traded.


    I pointed to the Revlon case elsewhere in this thread; it's the most famous of many court cases upholding this POV (in this case, the Delaware Supreme Court, but other states have had similar rulings). There's nothing here that hasn't been standard corporate governance law for going on 2 decades.

    One excerpt:
    The Revlon board's authorization permitting management to negotiate a merger or buyout with a third party was a recognition that the company was for sale. The duty of the board had thus changed from the preservation of Revlon as a corporate entity to the maximization of the company's value at a sale for the stockholders' benefit. This significantly altered the board's responsibilities under the Unocal standards....The directors' role changed from defenders of the corporate bastion to auctioneers charged with getting the best price for the stockholders at a sale of the company.

    What you're referring to here is a breach of the "duty of loyalty". But the duty of loyalty is owed not to the shareholders but to the corporate purpose...I seriously doubt that any state would have a law against a director or officer working in direct fulfillment of the corporate purpose in a way which is reasonably believed to maximize corporate profits anyway.


    Corporate purpose is irrelevant once a sale has been approved, and the duty of loyalty lies with the shareholders (see the Revlon excerpt above). In addition to the excerpt above, Revlon held that:

    obtaining the highest price for the benefit of the stockholders should have been the central theme guiding director action...when the Revlon board entered into an auction-ending lock-up agreement with Forstmann on the basis of impermissible considerations at the expense of the shareholders, the directors breached their primary duty of loyalty...The Revlon board argued that it acted in good faith in protecting the noteholders because Unocal permits consideration of other corporate constituencies. Although such considerations may be permissible, there are fundamental limitations upon that prerogative. A board may have regard for various constituencies in discharging its responsibilities, provided there are rationally related benefits accruing to the stockholders. Unocal, 493 A.2d at 955. However, such concern for non-stockholder interests is inappropriate when an auction among active bidders is in progress, and the object no longer is to protect or maintain the corporate enterprise but to sell it to the highest bidder

    And, in such a case, there's no "reasonable belief" about share value; you get actual bids that really determine the market value

    That is, in fact, the key difference between a sale case and running the course of business; it would be very unlikely for the courts to hold that anyone truly acted criminally if there was any way they could reasonably have believed that their decisions were in the shareholder's interest. And it's very unlikely that the people running a corporation will turn down a deal or course of action that it would be really unreasonable to turn down. But if they did, "don't be evil" wouldn't protect them.
  2. Re:Getting worried on Google to Offer Free Wi-Fi? · · Score: 1

    By the way, I just noticed you were referring to the shareholders here, and not the directors. In fact the shareholders can vote any way they want, but such a vote would not be binding in any way upon the directors, who are the ones that would actually be responsible for selling the company. In fact, such a vote to act in opposition to the corporate purpose would never be held, because the directors of the corporation would never bring it up in the shareholder meeting, because to do so would be illegal.

    Because in almost all companies the shareholders can vote to change the corporate charter at any time.

    But the corporate purpose is irrelevant once a sale decision has been made, anyway. The director's duty is to maximize sale value even if it means acting contrary to the corporate purpose, and doing otherwise would be illegal.

  3. Re:Getting worried on Google to Offer Free Wi-Fi? · · Score: 1

    Why do you think it's an obligation in the first place? Your obligation as an officer of the corporation is to perform the duties for which you were hired. Your obligation as a director is to perform the duties outlined in the corporate bylaws and incorporation documents. Most corporations are set up with a purpose which is to make money, but not all are

    This is simply not true of publically traded companies.

    To take an example (I use sale of the company because it's one where value per share is explicit and there are no possible arguments about future growth or whatever; it's the end-game where the final value is determined):

    Let's say that you have a company that has a corporate charter saying that they will not sell to Big Tobacco. And you have the same clause in your bylaws. Then the shareholders vote to sell the company, and vote not to sell it to Big Tobacco.

    As soon as the vote is made to sell the company, the corporate officers have a legal obligation to sell the company at the highest value they can get. If Big Tobacco puts the highest offer on the table, the corporate officers will be criminally accountable if they don't take that offer.

    The only time this is not true is with unanimous shareholder consent.

    The majority of shareholders can't vote to screw the minority shareholders. Otherwise as soon as one person acquired 51% of the company they could vote to sell it to themselves for a dollar--or some group that had 51% could collude to sell the whole company to themselves for pennies on the dollar.

    Or a company whose employees owned a large percentage of the shares might vote to sell to Company A (who isn't going to eliminate jobs) at a lower price than Company B (who wants to downsize), in effect forcing the minority stakeholders to subsidize their jobs.

  4. Re:kids these days ... on Note-taking Software for Unix? · · Score: 1

    Um, not the OP but with a 3-ring binder it should already be organized. Searching shouldn't be an issue.

    I dunno about you, but I took a hell of a lot more than a 3-ring binder full of notes in college, and I still go back and search them from time to time.

    I found vi + TeX + a custom tag generator to be sufficient, but something a little less rudimentary could be interesting.

  5. Re:Lesson 1: Proof read on Australian Linux Trademark Holds Water · · Score: 1

    Open SAUCE king? Sounds like something I'd put on my cheeseburger and I definitely don't want Linus on my cheeseburger

    Could be worse, could be Abe Frohman.

  6. Re:No, that's not how it works - here's why... on V For Vendetta Delayed until March 2006 · · Score: 3, Insightful

    A character might pause for a second or two on screen before committing an act yet that pause can easily be strung out for pages and pages by even a half-decent author who can use it to describe everything from the character's immediate state of body and mind to his motivations, hopes, dreams and aspirations

    Of course, you're assuming that an actor cannot convey a huge range of emotion in a brief pause, and that directors never use lingering shots, pans, etc. And that vocal inflection, facial expression, etc do not convey huge subtleties.

    Hell, forget film: take V for Vendetta and write it as a novel without graphic art. It's a different experience, and it's not necessarily a less superficial one no matter how many words you use to describe the visuals, or how many deep emotional asides you insert.

    And, of course, you can flip back a page or two in a book and re-read it, but you can't do that with a movie being played to a packed theatre. Whereas an author can be excused losing his readers from time to time (because they can go back a few lines and find their way again) a movie director cannot (whatever message needs to be conveyed has to be conveyed in a clear, unambiguous fashion)

    Of course, timing is a key advantage of film (or live storytelling) over the written word. A pregnant pause or machine-gun monologue can mean a lot. Suspense can be built more easily, or pacing can be tied to emotion.

    Take a complex scene from any movie and try to express it in words. Now add ton and expand on that written description. With the written word, that's easily done, right?

    Sure. And it will _still_ lack much of the subtle artistry of the original. I mean, yes, obviously, the written word is going to be better at expressing something in words. That's pure tautology, though--words miss meaning. Often. Have you never seen a well-staged play after reading the script? Performances matter. Sets matter. Visuals matter. And they don't merely matter for flashy MTV quick-edit visual reasons, either; they often convey subtleties that are nearly impossible to put into words.

    But even leaving that aside, suppose we cede that the written word is somehow deeper than film, at least in novel format. That's _one_ medium, certainly the longest by word of any common one (epic poetry is all but extinct), and if you're going to equate verbosity with depth then it's clearly your runaway winner.

    So how is film more superficial than a play? Or television? Or radio?

    The typical script is longer (more words) than a short story or a typical poem.

    Hell, how is it more superficial than a comic book? A typical film has more words and more imagery, and if they're used intelligently there's a lot more opportunity for complexity in those images.

    Hollywood may make a lot of crappy films, but last time I was in the local newstand there sure were a lot of Archie comics in there too.

    The film medium is not the problem. Comparing Watchmen, V is for Vendetta, and Sandman to Pearl Harbor, XXX 2, and Deuce Bigalow isn't any more reasonable than comparing Amethyst and Archie to Brazil and Full Metal Jacket.

  7. Re:It's an insurmountable problem. on New, Faster Attack against SHA-1 Revealed · · Score: 1

    gzip and bzip2 are lossless compression algorithms.

    Like all lossless compression algorithms, they make most arbitrary files bigger (e.g. use dd to right a couple MB from /dev/urandom into a file and then gzip it; you might need a force flag if gzip refuses to write larger files by default).

  8. Re:Alternatives? on New, Faster Attack against SHA-1 Revealed · · Score: 1

    RIPEMD is in the SHA/MD5 family and if this attack is like previous ones it can probably be extended to any algorithm in that family with some significant effort.

    At the moment, Tiger and Whirlpool seem to be the only hash algorithms outside of the family that haven't been successfully attacked. I'd go with Whirlpool, personally.

  9. Re:No, that's not how it works - here's why... on V For Vendetta Delayed until March 2006 · · Score: 5, Interesting

    yet film is perhaps our most superficial medium

    If you can say this with a straight face then your movie criticism is fairly worthless, IMO. The medium of film is no more superficial than the play, and substantially more complex than radio, photograph, etc. It's true that some real stinkers have been made, but you can walk into the local bookstore and see whole aisles full of superficial, boilerplate romance novels, mysteries, and self-improvement guides.

    Films like High and Low, the Last Flight, Requiem for a Dream, and so on have serious depth to them.

    I'd certainly put dozens of media ahead of film as far as shallowness (perhaps starting with the billboard and the pamphlet--both of which _can_ have some depth but on average rarely do).

    Hell, the sculpture is generally pretty damned shallow; for every Hand of God or Unfinished Slaves, there are hundreds of generic classical-styled garden decorations and huge crappy abstract installation pieces outside of corporate headquarters. Idem painting with all the pseudo-impressionist doctor's lobby pap, cute puppies/kids, etc.

  10. Re:Security and Open and Available Software on The Mathematics of a Trip to Mars? · · Score: 1

    Carnegie Mellon University offers a spacecraft guidance course every other year that covers all the math he's interested in. I'm sure other schools do as well, there's nothing classified in it.

  11. Re:Time for a change... on Extra Daylight Savings May Confuse the Gadgets · · Score: 1

    Another common not-time-related rememberin' device is 'i before e except after c' which I never understood because it's bollocks. I always say it as 'i before e except after c and h and w and some other letters as well but not always, you just have to learn how to spell properly yourself'.

    I always learned it as "i before e except after c or when sounded like "a" as in neighbor and weigh".

    Which is better but weird is still weird.

  12. Re:Getting worried on Google to Offer Free Wi-Fi? · · Score: 1

    You can if it's in your stated purpose in your incorporation papers.

    AFAIK you cannot. Stock trade is one of the most highly regulated markets in our economy. It is very far from an open market, and you cannot contract away your statutory obligations. I would be interested if you know of decisions to the contrary, though.

  13. Re:Getting worried on Google to Offer Free Wi-Fi? · · Score: 1

    Dosn't that really depend on their Corporate Charter?

    Not really.

    There are many intentionally non-profit corporations, I don't see anyone sueing PBS for not maximizing monetary gain

    I also don't see PBS (or other non-profits) being publically traded.

  14. Re:Getting worried on Google to Offer Free Wi-Fi? · · Score: 1

    No. But if Google determined that they could make a gazillion dollars without hurting long term prospects by a combination of a massive popup ad campaign and nightly telemarketing calls all across the nation, they'd be legally remiss if they failed to act--and if some shareholder found out about it, a lawsuit could be possible.

    And people are more likely to sue for big monetary loses than for moral lapses.

  15. Re:Getting worried on Google to Offer Free Wi-Fi? · · Score: 1
    As a public company, you can wind up in court (and your officers in jail) if you aren't acting to maximize shareholder value.

    Why the hell does this crackpot theory keep coming up?


    Because the crackpot courts keep enforcing it.

    A publically owned company must do what the shareholders tell them to do. No more, no less. This is done by voting, and each share gets you one vote. Now it's true that most shareholders are in it to have their shares increase in value, this is by no means an absolute or some sort of "law". If 51% of the shareholders decide they want to diversify into selling bagged ice to Inuits, then that's what the company does


    Nope. The most famous case involved sale of the company; Revlon Inc v. MacAndrews & Forbes Holdings Inc., 506 A.2d 173 (Del. 1986) held that the company officers were obligated to maximize shareholder sale price without regard to the effects on employees, customers, etc--even if the shareholders had a majority vote to the contrary.

    There are plenty of other cases out there supporting this; shareholders votes form a consensus as to the best way to achieve the goal of maximizing value, and are binding in that sense. But there are plenty of areas where 51% of the shareholders can't put some personal goal (possibly a moral principle, possibly not) ahead of that end and intentionally minimize (or not maximize) the minority holder's share values.
  16. Re:Getting worried on Google to Offer Free Wi-Fi? · · Score: 1

    Sure. But you aren't allowed to get away with intentional failure to maximize shareholder value by adhering to a philosophy that was thought years ago to be good for that end, but is now not thought to be so.

    The "don't be evil" thing in a private company can be a long-term guiding principle. In a public one, it's at best a statement of what seems to be a profitable approach now, but is subject to change without notice.

    You're still better off, IMO, investing in a company that shows some awareness of the long-term consequences of its actions. It probably shows that current management has some sort of vision beyond the next quarter's earnings. But in a privately held company, faith in the owner's morality can be extended to faith that the company won't be too evil as long as the owner is around. In the public company, shareholders can vote out the board at any time, CEOs leave, etc; not a dramatic difference in kind, since the owner of a private company could be hit by a bus tomorrow and his/her heirs might not continue the philosophy. But a significant difference in degree, because private owners of stable corporations are generally far more time-stable than corporate leadership of stable public companies.

  17. Re:Getting worried on Google to Offer Free Wi-Fi? · · Score: 5, Insightful

    IMO, once google went public then "Don't be evil" lost all value. As a private company, you can have goals like that. As a public company, you can wind up in court (and your officers in jail) if you aren't acting to maximize shareholder value.

    Now, I don't think they're evil. In fact, I think they're a pretty good business at serving my needs. But when it gets down to it, they're just a business.

  18. Re:Flash, MTASC, and ActionStep on IBM Donates Code to Firefox · · Score: 1

    [quote]Have you worked with MTASC much? I'm in the middle of developing a web app right now using more standard dHTML + XMLHTTPRequest (can't quite bear to use the Ajax moniker yet, but I'll give in soon enough. It's easier to type). We very nearly went with some kind Flash thing instead. It wasn't the only reason, but lack of a non-sucky way of editing code in Flash was a consideration.[/quote]

    I'd bear the Flash license in mind as well. I have machines that aren't very unusual at home and at work, but the Flash license forbids me having the plugin installed (and work enforces that rigidly). (e.g., running it on a PDA is forbidden, even though your PDA may just be a Windows tablet or something where it would work just fine).

    Consequently I have no legal way to view a lot of Flash sites.

  19. Re:Time for a change... on Extra Daylight Savings May Confuse the Gadgets · · Score: 1

    Or just use binary, and count to 1023 on 2 hands.

  20. Re:Time for a change... on Extra Daylight Savings May Confuse the Gadgets · · Score: 1

    The Babelonians. I am not making this up

    You mean the people who built the tower of Babel?

    Seriously, the Babylonians used a sexagesimal (base-60) counting system. It's theorized that the modern time (and angle) systems were influenced by that, but no one has ever produced any solid evidence for it that I know of.

    Base 60 is supposedly nice because it has a lot of convenient factors (1,2,3,4,5,6,10,12,15,20,30).

  21. Re:Medical Purposes Only on Former Health Secretary Pushes for VeriChip Implants · · Score: 1

    Untrue.

    If they let you stay there and then you go to pay with cash, they can't refuse it for payment of your bill.

    But as a private company, they have every right to refuse to do business with you for practically any reason (race and gender discrimination excepted). And they can certainly require a credit card beforehand.

    IOW, if you actually have a debt with them, you can use legal tender to pay it. But they have no obligation to let you run up a debt in the first place.

    See:
    http://www.treas.gov/education/faq/currency/legal- tender.shtml

  22. Re:Medical Purposes Only on Former Health Secretary Pushes for VeriChip Implants · · Score: 1

    I have no idea when it was passed, I just know that that part of the tax code was last revised in 1996. That's why I said it goes back to at least 1996; it could predate that by decades, but I didn't feel like trying to find old versions of the US Code to compare.

  23. Re:a diaster waiting to happen on FCC To Require Backdoor Network Access for Feds · · Score: 1

    The dominant SSH implementation (OpenSSH) is BSD, not GPL.

    It's a little more complicated than that. OpenSSH was originally based on the last free SSH version and OSSH, which contained GPL'd code. The majority of the code was under Tatu's license, a name-restrictive license (similar the sometimes objected-to TeX license)

    The GPL'd code has been removed, and most new additions are under a 2-clause BSD license but some parts are 3-clause BSD, public domain, and other licenses.

    So there's a huge amount of code in OpenSSH that is name-restricted, and not simply BSD licensed. But there's also a huge portion of it that is BSD licensed.

  24. Re:Medical Purposes Only on Former Health Secretary Pushes for VeriChip Implants · · Score: 1

    Not under current federal law it isn't. Well, not in any meaningful way.

    Despite the protestations of tax evaders to the contrary, federal law requires a SSN (or another form of TIN for resident aliens, etc) for everyone who makes any income. Refusal to disclose it to employers will incur fines (and potentially jail time.)--and they are legally required to ask you for it and report refusals to disclose. Even the self employed are required to include it on all tax returns.

    This has been the case at least since 1996.

  25. Re:Medical Purposes Only on Former Health Secretary Pushes for VeriChip Implants · · Score: 1

    Yes. You can walk into the airport the day of the flight and buy a one-way ticket in cash if you want.

    You'll probably be flagged for extra security screening if you do this.