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September 08, 2004

Quotable Professors

Three great quotes from yesterday's classes: 1) "There are some places in our country where, if a police officer comes to your door and you don't run, you're a damn fool." —Prof. Evidence (talking about whether evidence that a defendant fled the police is relevant or probative of anything). 2) "This opinion is vapid, it will melt your brain." —Prof. Corps (in response to Simons v. Cogan, 549 A.2d 300 (Del. 1988); the good Prof. was making the point that the opinion's reasoning was circular. The opinion basically says that corps. owe a fiduciary duty to stockholders, but not to bondholders, but its answer for why was because "that's the way it is." Prof. Corps argued that the more logical reason for this difference is that the debt can "self-protect" by negotiating the terms of its loan via the terms of the bond. The stockholders don't have that option to negotiate a contract—their contract is the corp's charter, and it's non-negotiable—so stockholders get a fiduciary duty and voting rights.) 3) Bodies lying all over the place used to cause stock prices to plummet, but "you're inured to that now because you get to see Iraq on tv every day." Prof. Corps (Talking about Jedwab v. MGM Grand Hotels, Inc., 509 A.2d 584 (Del. Ch. 1986), which followed a big fire at an MGM hotel ("the worst disaster in Las Vegas history") that killed 84 people and caused MGM stock to tank. By this reasoning (that Americans today are inured to dead bodies and carnage from tragedies and war), a side benefit of the Iraq war to Bush's corporate friends is that they can now create lots more carnage (literally and figuratively) in their pursuit of profit w/out those activities damage their stock price too seriously. Great.)

Posted September 8, 2004 07:16 AM | 2L

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