Sneaking Suspicions
 
Archives-- January 1-14, 2006


This page includes posts from January 1-14, 2006 in the usual reverse order. Each posting on the home page is perma-linked to these archive pages.

January 13, 2006
Reacting to the Abramoff scandal and the upcoming House leadership elections

I don't often sign petitions. Nonetheless, I'm happy to endorse this one, submitted by N.Z. Bear and a host of other fine folks, and joined by other like-minded bloggers such as Chaz Hill and Stephen Bainbridge:

An Appeal from Center-Right Bloggers

We are bloggers with boatloads of opinions, and none of us come close to agreeing with any other one of us all of the time. But we do agree on this: The new leadership in the House of Representatives needs to be thoroughly and transparently free of the taint of the Jack Abramoff scandals, and beyond that, of undue influence of K Street.

We are not naive about lobbying, and we know it can and has in fact advanced crucial issues and has often served to inform rather than simply influence Members.

But we are certain that the public is disgusted with excess and with privilege. We hope the Hastert-Dreier effort leads to sweeping reforms including the end of subsidized travel and other obvious influence operations. Just as importantly, we call for major changes to increase openness, transparency and accountability in Congressional operations and in the appropriations process.

As for the Republican leadership elections, we hope to see more candidates who will support these goals, and we therefore welcome the entry of Congressman John Shadegg to the race for Majority Leader. We hope every Congressman who is committed to ethical and transparent conduct supports a reform agenda and a reform candidate. And we hope all would-be members of the leadership make themselves available to new media to answer questions now and on a regular basis in the future.

How about it, Congressman Castle?

January 13, 2006
Golf? Destructive?

As suggested by Mindles H. Dreck a few days ago, I've responded to the provocative charges against golf made by a blogger named Tigerhawk.

You can read my reaction here.

The tone is not exactly "Jane, you ignorant slut," but still.

January 12, 2006
The right kind of mustard

This whole thing started out because I was looking to make a remoulade sauce, and I needed to find some Creole mustard.

Even though we’re about 1,ooo miles from New Orleans, I figured I’d have no real problem finding the stuff, a necessary ingredient in most of the sauce recipes I’d found thus far.

I wrote to Miz Janis Gore and asked what she used. The blogging belle of Vidalia, Louisiana suggested Zatarain’s.

Five supermarkets, a hot sauce store, and a couple other places later, it was pretty obvious that nobody around here had any. On the other hand, Emeril Lagasse, in Louisiana Real & Rustic, suggested that a stone-ground brown mustard would be a perfectly acceptable substitute.

I then stopped in the Beautiful Foods store on Rehoboth Avenue and asked for a recommendation. The manager rhapsodized at length about Edmond Fallot’s Seed Style Mustard, and so I bought a small jar.

I told Mrs. Schranck that I was saving this fairly expensive mustard to make a sauce, and put the jar in the pantry. 

A few days later, according to her and our daughters, some leftover beef tenderloin from Christmas dinner was really lonely, and needed company.

The next time I looked at the Fallot jar, there were only a few tablespoons left. 

Meanwhile, a couple chicken breasts needed cooking, so I came up with the following well-received dinner for the four of us.

Mustard Chicken with Roast Potatoes

Ingredients

(Potato dish) 

4 medium potatoes, cut into ½ inch thick pieces (I used Yukon Golds)
salt
pepper
paprika
1 to 2 Tablespoons olive oil

(Chicken recipe)

2 Tablespoons olive oil
1 medium onion, chopped fine
2 cloves garlic, chopped fine
3 or 4 green onions, sliced fine
2 chicken breasts, cut into 1 inch pieces, seasoned with salt and pepper
6 oz. white wine (I used Chablis Blanc)
½ cup heavy cream
2 Tablespoons Fallot Seed Style Mustard

Directions

Set oven to 350 degrees.

Spread the cut potatoes evenly in an oblong glass pan. Drizzle the olive oil over the potatoes, and season them with salt, pepper, and paprika.  Place on middle rack and roast for 45 minutes or so. They should crisp up nicely when finished.

Meanwhile, put 2 tablespoons of olive oil in a heavy sauté skillet over medium/low heat. Once the oil’s ready, sauté the onion, green onions, and garlic for a few minutes, until they’re softened and about to brown. Move them to the side, and lightly brown the chicken pieces for a few minutes a side.

Stir the onion/garlic mixture into the browned chicken, and add the wine to the pan while reducing the heat to a low setting. Let the wine reduce to about half its original volume, and then stir in the cream and the mustard, mixing well.

Let it reduce for about five minutes, or until the volume is about half what it was when the cream was added.

Serve with or over the roasted potatoes. A side dish of petite peas also goes well with this combination.

I still plan on making that remoulade sauce. The next time, however, I’ll buy the jar and hide it.

January 10, 2006
Sick days, with a few books

This cold virus is hanging around longer than usual. Fun as it to hack, wheeze, cough, gag, and snuffle one's way through the day, the best option seemed to be to use some of the sick days that the State generously makes available for just this situation.

It also provided an opportunity to catch up on some reading, between periods of dozing off, hacking, wheezing, gagging, coughing, and so forth.

I very much enjoyed Doris Kearns Goodwin's Team of Rivals: The Political Genius of Abraham Lincoln. There are a number of striking parallels between some of the politics of the Civil War and the current conflict, not least of which in the way that the Copperhead and Peace Democrats acted during the run-up to the 1864 elections. Goodwin also makes a point of discussing the emotional toll on Lincoln and his cabinet, as several of their children were directly involved in the fighting. I couldn't help thinking of Goodwin's own son, who after 9/11 became an Army Captain and served in Iraq and Germany. She must have had this parallel much in mind as she wrote the book.

This afternoon I finished Robert Bruegmann's Sprawl- A Compact History, a Christmas present from younger daughter that I requested on the strength of Virginia Postrel's recommendation. It's a nicely balanced treatment of an issue that rarely benefits from that approach.

I also read Pinehurst: Golf, History, and the Good Life, by Audrey Moriarty. Moriarty is the executive director of the Given Memorial Library and the Tufts Archives in Pinehurst, North Carolina. This slim volume contains a fine sampling of the thousands of photographs in the Tufts Archives, providing a detailed social history of the famous Southeastern resort community.

Note: The "cold virus" turned out to be bronchitis. This will teach me to ignore a low grade fever lasting several days.

January 9, 2006
Rising to the challenge

Mindles H. Dreck suggests I should take up the challenge posed by another blogger, wherein a gentleman under the non de plume of TigerHawk takes an unwarranted shot at my favorite sport:

I think that golf is our most destructive sport. My reasons are legion. If you don't agree, it is because you haven't thought about it enough.

I'll give Tigerhawk points for being provocative, at least. Otherwise I'd strongly disagree with the underlying assumption that golf is a destructive sport in the first place. I also wonder what other sports Tigerhawk would consider as destructive, so that a useful comparison could be made.

In the meantime, I'll be gathering some data to support a counter-statement of the constructive elements of modern-day golf.

For example, many folks don't realize that the total number of municipal and daily-fee golf courses is now well past the total number of private golf courses, which speaks to how the sport's growth has largely eliminated the old notion that it is a hallmark of the upper classes. By comparison, sports such as polo and squash have a long way to go to catch up to golf's democratization.

This topic may also become this week's golf column, in which case you all may be provided an early peek here.

Thanks for the inspiration, Mindles!

January 7, 2006
Shameless Self-Promotion

The wretched cold virus I've been fighting over the last few days is taking a toll on the usual weekend schedule. Current plans do not involve much more than trying to finish Doris Kearns Goodwin's fine new book--only 250 pages or so left.

In the meantime, this morning I posted my newest golf book review at HoleByHole.com.

Great Golf is a very well-edited compilation of some of the best golf instruction over the last 150 years of so.

January 6, 2006
Fourth Anniversary

Today marked the fourth anniversary of this blog.

Thanks again for your patronage. This is still a lot of fun to do, and the knowledge that lots of readers enjoy coming back here for repeat visits is remarkably rewarding.

The only problem is that I now have no idea how many of you have been here.

The web site host changed its statistics package several months ago, and it's now a matter of sheer guesswork about how many reported sessions translate into the (undisclosed) number of discrete visitors. Based on past months' experience, I'd guess the total visitor count went past a half-million a while ago, but I'll never know for sure.

I'm half inclined to stop trying to figure out how many of you have been here, and just follow the path previously taken by the folks at McDonalds.

Right underneath the header for the home page it might just say:

Millions Served

And someday this phrase may even have the benefit of being true.

January 5, 2006
Came back, with a note

I've been meaning to tell this story for a while now, and seeing the golf ball again tonight, sitting on the bookshelf, reminded me.

When I went to work one day not long ago, there was a Titleist NXT Tour golf ball sitting on my chair. It had the familiar green-ink circle around one of the numbers that I draw on all my golf balls.

It also had a note taped to it, which I quote here in full.

Hi!
Remember me?
Sure you do. 7th tee, 3-wood, pull hook....
I've been hot, cold, wet, and well hidden....
Sincerely,
Titleist 2

Somehow this strikes me as exactly like the parable of the Prodigal Son.

And I frankly don't care how Pat Robertson would react to that suggestion.

January 4, 2006
The Chancellor provides a hint

Corporate litigation in Delaware’s Chancery Court often places millions of dollars at stake. Sometimes these fights are over very quickly, with a TRO or preliminary injunction decision issued within weeks of the filing of the original complaint. 

Other cases can drag on a bit, such as fights over the amounts due unhappy shareholders after a merger. 

Despite the earnest efforts of Chancellor William Chandler and the vice-chancellors, some of these lawsuits can’t seem to reach a conclusion in one fell swoop. This often forces the judges to issue piecemeal decisions that winnow down the eventual issues for trial.

When that happens, the Chancellor is not averse to providing a hint or two to the parties about how an issue might be handled if it came to trial. It gives the litigants a chance to see the light and resolve the matter on their own terms--before the Chancellor does it for them.

At least, that’s how it appears to me.

Here’s an example from a decision issued in late December regarding the 1999 merger of an AT&T subsidiary and Tele-Communications, Inc. (TCI).

The members of the TCI board of directors owned large blocks of stock in the company. One class of shares (TB) had ten times the voting power of the other class (TA), per share. Not surprisingly, the directors held a large portion of the TB stock. In addition, the leading TCI stockholder on the board insisted that a merger proposal would require at least a 10% premium payment for his shares of TB stock.

By the way, his ownership share was sufficient to block any merger.

When the AT&T merger proposal came up, the Board quickly recognized that their equity interests in TCI created an ethical and legal conflict environment such that a Special Committee should be formed. This Special Committee’s decision to recommend the merger was required in order to go forward. 

Two Board members were appointed to be that Special Committee. However, at that point there was no decision about how these two Directors would be compensated for their “special” efforts. That decision was deferred. 

The Special Committee quickly made their recommendation, and the Board of Directors approved the merger not long thereafter. 

Shortly before the merger went through, the Board met to decide how much to pay the two directors for their Special Committee assignment. They quickly decided that both men were due $1 million for their efforts. 

A huge majority of the TCI stockholders in both classes approved the merger. However, the premium to be paid to the TB stockholders created a monetary imbalance in their favor, totaling about $300 million. 

Dissident shareholders disagreed with that imbalance, and sued for relief on this and several other grounds (I won’t discuss those additional issues here, but they make for interesting reading for those who follow corporate law developments-Ed.). 

While knocking out several parts of the Complaint, Chancellor Chandler decided that other portions deserved to be kept alive pending the trial, including this special compensation issue. 

In part, this holding was due to the fact that the proxy statement for the merger didn’t disclose the plan to pay the two board members. It also didn’t mention the million dollars each to be paid to them. The Chancellor decided that these circumstances were important considerations:

I conclude that non-disclosure of the plan to reasonably compensate the members of the Special Committee could be material to the reasonable shareholder: the uncertain, contingent, and potentially large nature of the payments, without any objective benchmarks or other measures, could have given [the two board members] additional and undisclosed financial interests in the transaction that might have affected their judgments. Compensation of Special Committee members that is contingent, ambiguous, or otherwise uncertain, raises a triable issue of material fact as to what each member anticipated in the event the Special Committee approved the transaction, and whether such anticipated reward was significant to the reasonable shareholder.

In the footnotes accompanying this passage, the Chancellor wryly indicated some preliminary thoughts about this part of the merger decision:

The definition of “reasonable” compensation, as used by the board, turned out to be quite elastic.

I pass over, for the moment, how one might rationally consider a $1 million payment for four meetings over a one-week period to be “reasonable” compensation. I also pass over, for the moment, the rather obvious question of how a Special Committee member might act when he suspected that potential compensation might hinge on the answer he were to give.

Ooooh.

Somehow I expect that the litigants won’t lightly gloss over these footnotes as they prepare for the upcoming trial. In fact, it wouldn’t surprise me in the least if this part of the case settles out before then.

Of course, this assumes that some folks know when to take a hint.

January 1, 2006
A startling bit of coordination

One of our longstanding traditions is to go to a blockbuster movie for New Year’s Eve. Years ago, for example, that's when we saw the first Superman movie and the first of the Star Trek series, on 70 mm screens in Philadelphia. 

So last night, we went to the Movies at Midway to see King Kong [no spoilers in this post-Ed.].

This idea had no novelty to it. The theater was nearly full, an unusual event in this area during wintertime.

The movie itself was a lot of fun, although if it were 20 minutes shorter, it would have been just as enjoyable, if not more so.

At the end of the film, we left the theater and began walking through the concession area in the front of the multiplex, on our way to the exit. 

The loudspeakers in the ceilings above were playing You Make Me Feel (Like a Natural Woman).

I am not making this up.

I’d just like to know how they planned that.

January 1, 2006
Happy New Year’s

Best wishes for the New Year to you and your families!


   

Contact Information:

Fritz Schranck
P.O. Box 88
Nassau, DE  19969
USA

fschranck-at-
sneakingsuspicions.com


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