Steve Bainbridge
@PrawfBainbridge
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Blogs and tweets about Catholicism, corporate law and governance, and food and wine. Amazon associate.
Los Angeles
Joined June 2020
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الذكاء الاصطناعي
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Were you this upset when a defeated President tried to incite an assault on the Capitol to overturn the election?
A Democrat Member of Congress just committed a felony by pulling the fire alarm to try to delay and stop a Congressional vote to fund the government.
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Starting next week, I'll be teaching a UCLA Law J-Term Course "The Law of Elon Musk." Here's the table of contents of the course reader:
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If you were to advise law students on a topic in which to specialize, what would it be? My answer is ERISA. True, it's awful. Dry. Mind numbing. Boring. Dense. But every BigLaw firm needs an ERISA expert or two and as a result it's close to having life tenure.
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For the benefit of law students preparing for exams, I pull back the curtain on grading:
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Law professors: Consider the possibility that some of your students (and maybe even some of your colleagues) are pro-life. They deserve respect too.
Law Professors: please make space for/acknowledge what is happening at the Court in class. I still remember every single day something insane was happening and we all just barreled on like everything was fine. Those are some of my worst memories from law school.
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Okay.
@UCLA_Law
has tentatively approved me teaching a 2-week January term course on “The Law of Elon Musk” on the condition that I come up with a course description and syllabus for 8 75 minute classes. Help! Suggestions needed.
#elonmusk
#lawtwitter
Please RT.
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1/ Preliminary injunction issued against
@UCLA
. UCLA is banned from "knowingly allowing or facilitating the exclusion of Jewish students from ordinarily available portions of UCLA’s programs, activities, and campus areas, whether as a result of a
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Why would a T14 law review that has rejected everything I’ve submitted to them over a 34 year career, ask me to do a peer review of an article by somebody else? Shouldn’t they be asking people whose work they like to do the review
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I ran across a prayer attributed to St Thomas More that all lawyers ought to pray: “stand always beside me so that today I shall not, to win a point, lose my soul.”
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Law review editors: Sentence 1 states a proposition. Sentence 2 says "This is so because ...." In that case, sentence 1 does not need a footnote because sentence 2 provides the support.
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I'm not a fan of Erwin Chemerinsky's politics or his view of the con law issues I care about, but from everything I know about him he's a good person full of goodwill. What the radical students did in his home is indefensible. Check out
@JoshMBlackman
's post on it.
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@TheEconomist
@TheEconomist
apparently thinks Catholics should set their beliefs based on the latest polling data instead of revealed truth.
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My copies arrived today: Corporate Law (Concepts and Insights) by yours truly
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On the lack of viewpoint diversity in academia: "The nation’s faculty are now the most politically homogeneous since the 1800s, when universities were divinity schools"
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3/ The court found that "In the year 2024, in the United States of America, in the State of California, in the City of Los Angeles, Jewish students were excluded from portions of the # UCLA campus because they refused to denounce their faith. This fact is so unimaginable and so
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If I’m reading this right, it guts much of the modern administrative state, not just SEC enforcement actions.
@jdmortenson
see fn 13.
So if I’m reading this right, the Fifth Circuit just held that the SEC’s ALJs can’t adjudicate securities law enforcement actions anymore, based on the 7th Amendment.
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@RBReich
You have an odd definition of freedom. Basically it consists of allowing anything you like and prohibiting anything you don’t.
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I’m wondering what a Venn diagram would look like of the people rooting for Disney and thinking it’s great that the CEO spoke out and the people who think corporations shouldn’t spend money on politics, Citizens United was evil, & shareholders should set corporate political goals
This sums up the entire DeSantis / Disney spat and it’s such a blatantly obvious principle to any red-blooded, freedom-loving American:
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Harvard's insurer won't pay Harvard's legal fees in the affirmative action litigation because somebody forgot to tell the insurer the school had been sued. Somebody in the general counsel's office needs to walk the plank.
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I'm very excited to announce that I've gotten the galleys for my forthcoming casebook on Advanced Corporation Law. It will be coming out in the fall for Spring 2021 adoptions.
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It surprises me how many otherwise intelligent people seem to think money that is invested just sits in a vault somewhere doing nothing. Instead, it’s out in the world working hard, creating jobs, and making life better. Investing is caring. It is socially responsible.
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If Republicans are serious about becoming a populist party, they should be strongly in favor of protecting individual bank depositors while not worrying about bank executives' equity compensation.
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1/ One of the things that annoys me the most is the pervasive attitude that the only lawyers who care about people are progressive cause lawyers. One encounters it constantly (I am subtweeting). I insist—and am quite serious in doing so—that business law is public interest law.
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I'm deeply dubious about the constitutionality of independent agencies like the SEC, which combine legislative, prosecutorial, and judicial functions in a body that appears nowhere in the constitution. But the people who designed the CFB seemed intent on breaking as many
The CFPB is simply reaching into the Fed’s wallet and spending money that belongs in the Treasury, all without the trouble of congressional appropriations, writes Adam J. White
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Page proofs! And, if I do say so myself who shouldn't, the best opening paragraphs I've ever written.
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6/ This is a huge win for ensuring freedom of speech, equal access, free exercise of religion, and justice in general for all of our students, not just our Jewish students, which the pro-Hamas protestors repeatedly infringed while
#UCLA
sat on its hands.
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It always feels good when you finally hold your new book in your hand after years of work.
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I am pleased to announce that I have been appointed Dean of the Trinity University School of Law.
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2/ In denying the motion, the court said: "Musk cannot now seek to retract the agreement he knowingly and willingly entered by simply bemoaning that he felt like he had to agree to it at the time but now ... wishes that he had not." Sound familiar?
#elonmusktwitter
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It is a great pity that Mitch Daniels is running Purdue instead of the United States. via
@WSJ
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1/ Those of us who have followed Elon Musk's legal adventures will recall that in 2018 he entered into a consent decree with the SEC requiring pre-approval of his tweets relating to Tesla. In 2022, he filed a motion to terminate the decree. That motion was denied.
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I find myself in complete agreement with
@AOC
. This worries me.
There is no reason members of Congress should hold and trade individual stock when we write major policy and have access to sensitive information.
There are many ways members can invest w/o creating actual or appeared conflict of interest,like thrift savings plans or index funds
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On a serious note, 34 years ago today this amazing woman married me. I cannot imagine what my life would have been like if we had not met, because it would have been so empty.
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I reported for jury duty last month and got deferred until tomorrow. Voir dire for a 20 day criminal trial. Surely nobody will want a law professor on the jury, right? Still, it feels like the Sword of Damocles is dangling overhead.
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He keeps using that word “hostile takeover”but I don’t think he knows what it means.
We just witnessed a hostile takeover of Twitter by the richest man in the world who regularly tries to silence critics. This is absolutely what oligarchy looks like.
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The death penalty is immoral, ineffectual, and unfairly applied. It is long past time to end it.
Florida to allow death penalty with 8-4 jury vote instead of unanimously
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Excuse me? Wasn’t somebody or other telling us just the other day that conservatives aren’t underrepresented on law school faculties?
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My thanks. It’s a very fair review that highlights some areas of disagreement but recognizes that these are complex issues. It’s the kind of engagement any author should welcome. And I did!
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This was the high point of the week. In other news, we discovered we have termites. Our sewer backed up and remains blocked. There is a family of raccoons that is nightly wandering around our backyard riling up our dogs, which has made sleep difficult at best. 🤬
Congratulations to Professor Stephen Bainbridge
@PrawfBainbridge
who, according to
@yalelawlibrary
's Fred Shapiro's analysis is the ninth most frequently cited corporate law professor of all time. Read the full analysis:
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I cannot believe that the Florida Bar Examiners cancelled the bar exam three days before the exam. I remember how tense I was three days before the exam and something like this probably would have turned me catatonic.
#lawtwitter
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Disagree. I want a lifetime ban on Trump ever holding office again so he can't run again in 2024.
The Editorial Board: The best outcome now that the House has impeached President Trump is to make this the end with no Senate trial.
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@nate_oman
This is why I have always said that Wickard v. Filburn is the root of all evil. Well, almost always. On my Con Law I exam, I took the prawf's position that it was wonderful. Got an A. Lesson to the wise. Be as innocent as a dove and crafty as a serpent.
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I found it quite exhausting to be perpetually outraged by every little thing. So I’m limiting myself to 15 minutes of outrage per day. It’s been quite relaxing. I recommend it.
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I was proud to be one of the signatories.
SEC v. Coinbase, Big Update:
Six Securities Law Scholars File Devastating Amicus Brief in Support of
@Coinbase
.
Law Professors from Yale, Univ. of Chicago, UCLA, Fordham, Boston University and Widener filed an amicus brief last night that Absolutely Shreds the SEC's
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1/ For the first time in my adult life, I’m seriously worried about the future of this country. I fear that we’re headed for a future that looks like the Troubles in Northern Ireland with antifa and Proud Boys killing each other and the rest of us caught in the crossfire.
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I did not agree with Justice Ginsburg's jurisprudence (especially when she ventured into securities law!) but she seemed a good and decent person. Her friendship with Scalia was a model for how we should make friends across the spectrum. RIP.
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A brilliant flow chart of Delaware corporate law standards of review
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The artwork for my forthcoming book "The Profit Motive: Defending Shareholder Value Maximization" arrived today. I'm particularly proud of the generous blurbs from such prominent folks.
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We have a cover. The countdown to February 23 might as well start now.
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Two things can be true at the same time: (1) Joe Biden corruptly engaged in trying to boost his son's business by creating an appearance of access with all it implies. (2) Donald Trump tried to overthrow the government.
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@RepAdamSchiff
You clearly have no idea what the word significant means. Or, as usual, you're just making stuff up. "Willett in an April 9 statement said his Citigroup stake amounted to $2,000 in a Coverdell Education Savings Account for one of his children." How do you
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Either
@GovRonDeSantis
has zero understanding of how corporate law fiduciary duties work or as
@AnnMLipton
suggests he's just posturing for the benefit of his base.
Gov. Ron DeSantis (R-FL) threatens Twitter after it activated “poison pill” plan to prevent Elon Musk’s acquisition:
“We’re gonna be looking at ways the state of Florida potentially can be holding these Twitter board of directors accountable for breaching their fiduciary duty.”
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In principal, I agree with this view. In practice, every time something happens somewhere in the world that angers or scares progressives,
@UCLA
puts out some sort of official statement of support and condolence. As for the terrorist attack on Israel, not a peep. You can hear the
When it comes to university student speech, why isn’t the answer that student groups can take whatever positions they want (even if ridiculous or offensive) and the school doesn’t have to take a position on that because it’s just a group of students speaking, not the university?
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@G_Padraic
Italian-American entrepreneur faces the struggles of passing the family business to the second generation.
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A federal judge has ruled that California residents can legally buy foie gras online from out-of-state suppliers via
@reason
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There’s a lot of stuff to like about
@UCLA_Law
but high on my list is the speed, professionalism, courtesy, and expertise of the incredibly capable Law Library staff. Thanks to Librarian
@kevingerson
and his exceptional team.
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Many
@Columbialaw
students are outraged because some of their fellow students met with and got their picture taken with Justice Kavanaugh. Meanwhile, the school is going to host a lawyer who was disbarred and held in criminal contempt with seemingly no complaints.
Honored to share the story of my battle with Chevron and the company's 60 law firms with students and faculty at Columbia Law. Will deconstruct the US Supreme Court's deeply flawed decision to legalize private corporate prosecutions. Watch online:
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Precisely the right question.
If calling for the genocide of Jews is not bullying and harassment unless it "crosses into conduct," does that mean we have to wait until students, faculty, or staff are killed?
As a Harvard Law graduate, I am deeply concerned about the response from the University President.
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@ShadesofGrayLaw
@J_Dot_J
I can't top that one, but .... I was a law clerk for a federal district court judge. We were having an emergency hearing on a Saturday. I had slipped on the way to work and broken a finger. The judge knew but made me stay all day AND had me carrying law books everywhere.
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There is an Estonian proverb that says: “Who does not thank for little will not thank for much.”
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I got all excited when I heard there was going to be an opening on the Supreme Court. But then I realized people were talking about the US not the Delaware Supreme Court. So who cares?
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On the one hand, the constitution is not a suicide pact. On the other hand, resorting to an unconstitutional administrative action just because Congress didn't act calls into question the whole point of constitutional checks and balances.
"If the justices are going to call into question an important, lifesaving measure such as an eviction moratorium in the midst of a deadly pandemic, they owe the nation more of an explanation."
@adamwinkler
writes an incisive opinion piece in the
@nytimes
.
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I asked Helen for one. I really want one.
This Valentine's Day, give your true love what they really want: a library with a bookshelf that is a secret door to a hidden passageway.
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2/
#UCLA
must "instruct Student Affairs Mitigator/Monitor (“SAM”) and any and all campus security teams (including without limitation UCPD and UCLA Security) that they are not to aid or participate in any obstruction of access for Jewish students to ordinarily available programs,
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Trial by jury and no more Chevron. Been a good week.
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I was pretty sure you were better than this.
Alex Jones is a far more reputable source of information than Rachel Maddow.
One of them is censored by the regime. The other promoted by it.
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Rethinking Securities Law by preeminent securities law scholar Marc I. Steinberg should be a strong candidate for law book of 2021. It'll be a must read for business lawyers and scholars. via
#lawtwitter
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I expected Trump to stab pro-lifers in the back, But not until after the election. He must be assuming pro-live Evangelicals and Catholics have no where to go. He’s wrong.
@AmSolidarity
Trump accuses Pence of being “disloyal.” But Pence is loyal to the unborn, and to what for five decades has been the settled Republican position. Meanwhile, the apparent frontrunner to be Trump’s next VP candidate, JD Vance, has said he supports access to the abortion pill.
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I don't understand this story. If Trump really is this successful multi-billionaire shouldn't he be able to pay his own legal fees and fines. Or maybe his finances are one more thing he's been conning us about. Or maybe he just like to con people into paying his bills.
Donald Trump spent $8 MILLION of campaign donations on legal fees last month. At that rate, he will spend $100 MILLION this year. That’s a losing strategy for Republicans this November.
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5/ of particular importance given that the new quarter starts soon, the court further found that "UCLA has failed to assuage the Plaintiffs' concerns that some Jewish students may be excluded from UCLA's ordinarily available programs, activities, and campus areas based on their
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1/ It just occurred to me that two weeks from tomorrow I start my 32nd year as a law professor. Which triggered several panic attacks about summer being over, my class preps needing work, my syllabus needing updating, and being old.
#lawtwitter
#lawschool
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Being bored during the pandemic, I decided to amuse myself by compiling all the recipes I've posted at into a cookbook. Not to sell but just to share with friends and readers. You can now download it at
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I know an entire family--mom, dad, and three wonderful kids--all of whom have COVID-19. They are in my thoughts and prayers. If you could spare a minute to say a prayer for them, I would be grateful.
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The only thing I'm going to say about the LSAT is that nobody who's been out of law school more than, say, two or three years should still have it on their cv. Even if you were in the 99th percentile. It's no longer relevant and makes you look silly.
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This is sheer drivel. A judicial determination that a controlling shareholder breached his fiduciary duties in connection with a conflicted interest transaction is not theft. One can quibble with Chancellor McCormick’s decision, but neither she nor the shareholder litigant stole
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@FontanaPD
Applicants should be aware that their job description apparently includes mentally torturing innocent people:
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@ProfRobAnderson
At least these days students type. When I started teaching back in the dark ages. 99% handwrote their exams. My eyesight was permanently harmed by some of the appalling handwriting I tried to interpret.
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The prosecutor went first. He asked the judge to thank and excused me. So I was the first to get bounced.
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I tell my students that rich ego maniacs are the worst clients because even though they can pay big bills they can’t be controlled. I used to use Henry Ford as the paradigm example, but Elon’s giving me a modern case in point. Sadden must be going batsh*t.
@Andst7
Good summary of the problem.
If Twitter simply provides their method of sampling 100 accounts and how they’re confirmed to be real, the deal should proceed on original terms.
However, if it turns out that their SEC filings are materially false, then it should not.
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If the facts are against you, argue the law. If the law is against you, argue the facts. If the law and the facts are against you, argue a breach of the implied covenant of good faith and fair dealing. That’s a law review article.
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I’m not fond of the noise, but here in LA most leaf blowers are used by hardworking folks who work 12 hours a day, 7 days a week to put food on their family’s table by tending much richer folks yards. And I put in my earplugs and go back to sleep.
Does anyone hate the noise leave blowers make, especially on Sunday mornings when I'm still lying in bed? I'm all for outlawing them.
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2/ It’s no good saying, what about the other guys. Or they started it. Or any of the other playground nonsense one hears so often. We all have to commit to disarming and deescalating. To peace and justice. And prayer.
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I'm old enough to remember the last three times I was told that the world had changed and corporations were free to depart from shareholder wealth maximization both in law and practice. I didn't believe it back then and I don't believe it now. Book length explanation coming.
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Binge watching Oz And James Drink To Britain on Youtube. Hoping
@MrJamesMay
and
@ozclarke
make another "Drink to" series.
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Here's an odd fact: There is no law review article on the topic of whether a pinky swear is a binding contract. Sounds like a job for
@HoffProf
or, possibly,
@lawprofblawg
#lawtwitter
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The opening line of
@BrianLeiter
's review is worth the price of admission. If more law professors wrote with his flair, legal scholarship would be a lot more entertaining. His range from rapier to saber to battleaxe is remarkable.
My review of a recent book
Law is a Moral Practice
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I note that Delaware Vice Chancellor Sam Glasscock intends to retire at the end of the year. As usual when there is an opening on thee Chancery Court, I expect to throw my hat into the ring. After all, am I not the leading proponent of Delaware corporate law in the academy? Am I
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Anybody want to take a guess at what my next book will be about?
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It’s hard for me to think of many things more corrupting of the academic enterprise than revenue sports.
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When I grew up, you could say pretty much anything you wanted about somebody so long as you prefaced it with “bless their hearts.” E.g., bless their hearts, but the Libertarian Party NH is a bunch of [insert very bad word I promised my mama I wouldn’t use in public].
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