Friday, August 14, 2020

Friday Night Links

  • Let’s also be clear that saving the Republican Party will require, in no small measure, moving it to the left economically. Note well: moving it leftward, not making it a leftwing party. A Trumpist party—whether Republican or something else—will still be the party of property rights and of basic economic freedom, and will be the party opposed to “reparations” and other forms of unjust redistribution and expropriation. But it will be a party much friendlier to the interests of workers: the party of tight labor markets and rising wages, of reasonable worker safety and environmental regulations, of far-sighted government spending on infrastructure, and, above all, of industrial and trade policies that favor and encourage domestic manufacturing. Republican free-trade, low-tax, no-regulation dogma stopped serving the interests of at least half of the Republican voting base decades ago. The wing of the party that still sings from that hymnal today is nothing but a controlled-opposition adjunct of the ruling class. Its dogma will have to be smashed. [Claremont Review of Books]
  • Maybe President Trump’s peculiar passivity will pay off at the polls. But to me right now ,it looks like Charlottesville 2017 was the beginning of a successful Communist coup against America. In Chicago, Portland, and other cities around the country, chaos grips the streets. At the same time, governments and their chosen instruments are cracking down on law-abiding Americans’ rights to own guns, speak online, and defend themselves. Naïve normies wonder why Americans aren’t rising up to defend themselves and their heritage. They forget that nationalists already did that at Charlottesville and the state destroyed them. [vdare]
  • Just try to buy a deep freezer or pressure canner these days. They’re all sold out and on back order for months. The price of canning jars and lids has more than doubled since the Big Cooties hit five months ago and they aren’t always available. Emergency preparedness websites were picked clean in the early days of the Covid freak out and are only now partially catching up as supply chains wobble. I cringe as folks rush to buy gold at all time high prices in a panic as if it had talismanic powers. What good will a few Krugerrands do if you have no food in the house and the store shelves are bare? [Granola Shotgun]
  • Don’t look at today as the beginning of an overdue slide in over-priced tech stocks. Think of it as “Tech Stocks on Sale.” Some of them are down eight per cent. Pick your favorites and buy some more. If in doubt, buy AAPL. AMZN, NFLX and SHOP. [Technology Investor]
  • He'd want to eat, drink, chat, maybe show her some clips of his holdings or tell her about Dodge Challengers, which had been a popular car once. She knew all about cars. Some guests collected replicas, and the truly wealthy might own an original that, like the ship of Theseus, may have been entirely replaced over the centuries without losing its irreplaceable patina of authenticity, a quality highly valued by guests. [Auto Admit]
  • During the Kodak stock frenzy caused by reports of a $765m Trump admin. loan, billionaire George Karfunkel, a Kodak board member, donated 3m shares worth up to $180m to a Jewish synagogue with no public profile. Big tax deduction. Big mystery. Karfunkel, it turns out, is the *president* and *CFO* of this low-profile synagogue. So he got a mega-tax deduction by transferring his Kodak shares--when the value was pumped up. [David Corn]
  • If you are incompetent at manufacturing and have to scrap a lot of parts, you can prevent or delay any financial statement impact of this by keeping the parts on the books as inventory even if you have already thrown them away. It is very simple, comically so, and it makes your gross margin and profit figures look better. The only problem is it is a crime! So, if you were a Silicon Valley company doing this, you would need to provide illegal sex and drugs to accounting firm employees, SEC employees, and journalists. One good time to do this and get them on tape for blackmail would be an "anything goes" festival in the desert, where you could have "boom boom tents". It might also help to learn that trade from a master. [CBS]
  • [T]he People have amply demonstrated a reasonable probability of prevailing on their claim that Defendants are misclassifying their drivers. Defendants' contrary arguments lack merit. Defendants argue first that AB. 5 does not apply to them at all because they are not "hiring entities," or because they are exempt from that legislation. This argument flies in the face of Uber's conficting claims in federal litigation and of Defendants' concerted effort to overturn the statute. Within days of its enactment, Uber filed suit in federal court asserting that AB. 5 unconstitutionally "targets" its business, and, as discussed above, it has urged this Court to stay this litigation until its appeal in that case can be decided. And, of course, Defendants are major supporters of Proposition 22, a measure on the November 2020 ballot that would exempt their businesses from AB. 5. Defendants make no attempt to explain away these glaring inconsistencies. Regardless, Defendants' contention that they are not hiring entities within the meaning of the statute cannot be squared with the undisputed reality that they hire and contract with drivers. Whether Defendants? drivers should be classified as employees or independent contractors is governed by the so-called ABC test established by the Supreme Court's unanimous Dynamex decision, which AB. 5 codified. Under that test, a person providing labor or services for remuneration "shall be considered an employee rather than an independent contractor" unless the hiring entity demonstrates that three conditions are satisfied: "(A) The person is free from the control and direction of the hiring entity in connection with the performance of the work, both under the contract for the performance of the work and in fact. (B) The person performs work that is outside the usual course of the hiring entity's business. [and] (C) The person is customarily engaged in an independently established trade, occupation, or business of the same nature as that involved in the work performed." Because Defendants cannot possibly satisfy the "B" prong of that test, the likelihood that the People will prevail on their claim that Defendants have misclassified their drivers is overwhelming; there is no need to address the other two prongs of the test. [SCCSF]
  • Plaintiff, Jacob Kasher Hindlin, was encouraged by his business manager, Defendant, Lawrence Spielman, to invest in Core Nutrition LLC in February 2015. In connection with this investment, Hindlin signed a Joinder Agreement and Signature Page to the Limited Liability Company Agreement of Core Nutrition, LLC. Hindlin acquired additional Core units, again at Spielman’s urging, in early 2017. More than a year later, Core was acquired by Keurig Dr. Pepper Inc. for an aggregate transaction value of $449 million. Based on his 0.6% ownership stake in Core as of the end of 2017, Hindlin believed he was entitled to $2.75 million for his units. Core maintained he was owed only $393,582.89. Hindlin brings this action to recover what he believes he is owed by Core against three former members of Core’s Board of Managers (the “Board”). He alleges Defendants, Spielman, Lukasz Gottwald and Renee Karalian, improperly diluted Core’s minority shareholders in breach of their fiduciary duties and the covenant of good faith and fair dealing implied within the LLC Agreement. Defendants have moved to dismiss the Complaint under Court of Chancery Rule 12(b)(6) for failure to state a claim, Rule 23.1 for failure adequately to plead demand futility and 6 Del. C. §§ 18-1001–1003 for lack of standing. After carefully reviewing the Complaint and the parties’ arguments in connection with the Motion, I am satisfied the Complaint must be dismissed. [Jacob Kasher Hindlin v. Lukasz Gottwald]
  • Can a fiduciary for an acquired entity aid and abet breaches of duty by a fiduciary for the buyer? Brief reflection reveals that, in the infinite garden of theoretical inequity, such a flower may bloom. But what if the breach of duty relates only to the buyer paying the seller too much? In such a case, the cogitation quotient must increase, in light of the fact that the seller’s fiduciaries have a duty to their own stockholders to maximize price. [In re Oracle Corporation Derivative Litigation]
  • I’d voted for Yang. Donated. Even though his signs needled me at night. DO THE MATH. Ever increasing odds of my middle aged sperm causing autism. The math said I’d grow old and die. Never hold my first child. Or I’d spend my days fighting him off as he bit me savagely for moving his oscillating fan. My own fault. Sometimes I’d think of her. Maybe text. Thinking I shouldn’t have let go. She’d text back. I remembered why I did. [Delicious Tacos]
  • I've read Villehardouin's chronicle of the Fourth Crusade at least two times, maybe three. And yet if I had to write down everything I remember from it, I doubt it would amount to much more than a page. Multiply this times several hundred, and I get an uneasy feeling when I look at my bookshelves. What use is it to read all these books if I remember so little from them? A few months ago, as I was reading Constance Reid's excellent biography of Hilbert, I figured out if not the answer to this question, at least something that made me feel better about it. [Paul G]
  • Takashi Tateno keeps an office in a simple studio above his wife’s hairdressing salon on the outskirts of Okayama, a medium-sized city in central Japan. In fashion circles, Okayama is famous for one thing: making the world’s best denim, using looms that date back to the 1950s. But Tateno isn’t a denim head. His brand, called Workers, adapts all sorts of American work wear from the 1900s to the ’60s—railroad jackets, canvas dusters, flannel shirts, double-kneed pants. Moreover, he’s obsessed by the American workers who manufactured these garments in their heyday, and the skills, techniques and tools used to produce such high-quality clothing on an industrial scale. Before he hatched the idea of his own collection, Tateno spent years making clothes himself and working in a factory. At the same time, he launched a Japanese-language website that was absolutely alone in its single-minded pursuit of knowledge about the plans, patterns and procedures that old American work-wear manufacturers used to make their garments under such labels as Crown, W.M. Finck & Co. and Can’t Bust ’Em. Tateno journeyed to the United States multiple times to sift through archives and contact heirs to now-defunct clothing manufacturers to see if they had information about their ancestors’ businesses, and to buy up examples of the old clothes he loved so he could dissect their construction. [Vox Day]

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