Opinion | The Way the Senate Melted Down Over Crypto Is Very Revealing – The New York Times

Opinion Columnist

“For months, there’s been a debate over what should count as infrastructure. Roads and bridges, sure. But what about preschool and health insurance and child care? Democrats say yes, Republicans say no. With the exception of broadband access, however, there’s been almost no discussion of the infrastructure underpinning the digital economy. But right at the end, that changed, when a meltdown over cryptocurrency regulation almost derailed the bipartisan infrastructure bill’s passage in the Senate.

I’m going to try to do a few things here. First, I want to explain why crypto matters, even if you think Bitcoin is just goldbuggery for nerds. The technology is evolving to be much more than a digital currency, and Silicon Valley sees it as the digital infrastructure atop which the next internet will be built. Then I want to trace the fight that consumed the final days of the bill, because this was just an early skirmish in what will be a much longer campaign.”

This piece by Klein is pathetically vague, but the comments are not.

Here are the top two comments I recommended:

dave
pennsylvania43m ago
Times Pick

I’m no closer to understanding crypto currencies, but this article made the associated problems wonderfully clear. What it did NOT do was point out that in our current environment, anything that burns as much electricity as Indonesia should either be shutdown or construct its own solar/wind power source. The notion that someone somewhere is burning coal so these “whiz kids” can avoid the banking system is unacceptable. Climate change is 1000 times more important than more “digital innovation”…

12 Replies696 Recommended

Michael
Toledo, Ohio, USA43m ago
Times Pick

As a retired computer engineer in his mid-seventies, I hope to die before I have to understand and deal with cryptocurrencies, blockchains, etc. Regrettably, my children (in their forties, more or less) won’t be so lucky. For what it may be worth, to me Bitcoin looks a lot like gold: it has to be “mined,” with substantial expense and environmental damage; it has no intrinsic value; and it is little more than a medium for speculation.

7 Replies487 Recommended
Ann
Upstate. y7h ago

I live in the Finger Lakes, an area full of farms, wineries, rolling hills and lakes. We are working hard to end out reliance on carbon. On Seneca lake, a crypto mining facility is spewing enormous amounts of carbon into the air to run the computers. Crypto now uses as much carbo energy as Argentina. This industry does not belong in a world where dealing with the carbo emergency is paramount. The neglect to mention this reality makes this piece worthless. Everything should be now be studies through the lens of the climate emergency.

6 Replies281 Recommended
 As I might sing in my concert on the environment, Noah’s New Ark,
This will change with a carbon tax.

Bayh–Dole Act – Wikipedia recommended by B. Migliorini

The Bayh–Dole Act or Patent and Trademark Law Amendments Act (Pub. L. 96-517, December 12, 1980) is United States legislation dealing with inventions arising from federal government-funded research. Sponsored by two senatorsBirch Bayh of Indiana and Bob Dole of Kansas, the Act was adopted in 1980, is codified at 94 Stat. 3015, and in 35 U.S.C. § 200–212,[1] and is implemented by 37 C.F.R. 401 for federal funding agreements with contractors[2] and 37 C.F.R 404 for licensing of inventions owned by the federal government.[3]

A key change made by Bayh–Dole was in the procedures by which federal contractors that acquired ownership of inventions made with federal funding could retain that ownership. Before the Bayh–Dole Act, the Federal Procurement Regulation required the use of a patent rights clause that in some cases required federal contractors or their inventors to assign inventions made under contract to the federal government unless the funding agency determined that the public interest was better served by allowing the contractor or inventor to retain principal or exclusive rights.[4] The National Institutes of Health, National Science Foundation, and the Department of Commerce had implemented programs that permitted non-profit organizations to retain rights to inventions upon notice without requesting an agency determination.[5] By contrast, Bayh–Dole uniformly permits non-profit organizations and small business firm contractors to retain ownership of inventions made under contract and which they have acquired, provided that each invention is timely disclosed and the contractor elects to retain ownership in that invention. [6]

A second key change with Bayh-Dole was to authorize federal agencies to grant exclusive licenses to inventions owned by the federal government.[7]

Source: Bayh–Dole Act – Wikipedia

A Glimpse of a Future With True Shareholder Democracy – The New York Times

“. . .  Having to depend entirely on the judgment of fund managers in important proxy contests across the corporate landscape doesn’t strike me as ideal.

I have had a glimpse of an alternate future, however.

An independent S&P 500 index fund based in Honolulu, called INDEX, has taken a small step that could have revolutionary implications: This year, it has begun asking shareholders how they want to vote.

Credit…Kayana Szymczak for The New York Times

The fund has introduced what it calls “Index Proxy Polling,” an easy way for shareholders to convey their preferences on proxy votes for S&P 500 companies. The aim is to demonstrate how shareholders in an index fund could express their opinions.

So far, only about 100 investors have participated, said Mike Willis, the fund manager, and current S.E.C. regulations require him to make the final voting decisions on behalf of the fund. But he said he hoped the S.E.C. would eventually allow him “to move to real shareholder democracy and go to pass-through voting, in which the shareholders say what they want and we just cast the vote for them.” . . .  “

How AT&T Got Here, and What’s Next. – The New York Times

“AT&T is painting a rosy picture for the future of its media business, which it will spin off and merge with Discovery. That new streaming giant is a formidable stand-alone competitor to Netflix and Disney. The move leaves AT&T to focus on its telecom business, which looks less bright after being overshadowed by its expensive — and ultimately futile — deal-making binge in media and entertainment under its previous chief, Randall Stephenson.

The DealBook newsletter explains how AT&T got here, in three key deals:  . . . . . “

MEREDITH FOSTER – Special Meetings and Consent Solicitations: How the Written-Consent Right Uniquely Empowers Shareholders -Yale Law Review

conclusion
To summarize, the rights to act by written consent and to call a special meeting are very similar in what they allow shareholders to do. This fact may seem
to support the commonly held view that shareholders that already have the right
to call a special meeting do not also need the right to act by written consent. But
looking only at what the two rights allow shareholders to do—and not at what
restrictions boards can place on those rights—is a mistake.
Contrary to popular opinion, the right to act by written consent is more empowering to shareholders than the right to call a special meeting, because boards
cannot unilaterally impose the same type of restrictions on the latter as they can
on the former. A review of the corporate governance documents of large Delaware companies demonstrates the significance of this distinction. Boards have,
with little oversight or fanfare, significantly restricted shareholders’ exercise of
their special-meeting right. However, companies have generally not imposed
similar restrictions on shareholders’ exercise of their written-consent right.
179. See supra notes 86-91 and accompanying text.
180. Lipton et al., supra note 63.
special meetings and consent solicitations
1741
Thus, even though the two rights can be used to accomplish similar actions, the
written-consent right is used far more frequently than the special-meeting right
to conduct fights for board control.

Shareholder Action by Written Consent

This article seems to think action by written consent is mostly useful.

“Shareholder action by written consent refers to corporate shareholders’ right to act by written consent instead of a meeting. This type of consent avoids some of the negative characteristics of shareholder meetings. A consent resolution, formally called a Shareholders’ Consent to Action Without Meeting, is a written document that details and validates the procedures taken by shareholders within a corporation without requiring that a meeting occur between shareholders and/or directors.

In general, written shareholder consents require the same number of approval votes as would be required if the shareholder meeting actually occurred. Keep in mind that it’s not necessary for a meeting to actually be in person these days either, as telephone and video meetings are common and may be included as acceptable methods of holding meetings according to a corporation’s bylaws.  . . . ”

Source: Shareholder Action by Written Consent

Action by Written Consent: A New Focus for Shareholder Activism

“. . .  Under Delaware law, shareholder action may be taken by written consent in lieu of a meeting unless the certificate of incorporation either expressly prohibits action by consent or effectively prohibits it by requiring that such action be taken only by unanimous consent. [2] Written consent proposals seek to have the board propose a charter amendment to permit action by written consent. Action by written consent may be used to accomplish, among other acts, the wholesale amendment of bylaws and, absent specific impediments in the certificate of incorporation, removal of directors without cause and filling of board vacancies, all without waiting for an annual or special meeting. As a result, except in limited instances such as where the charter prevents the removal of directors without cause, the right to act by written consent may be used to replace up to the entire board of directors. Among other things, the ability to gain control of the board can undermine takeover defenses, such as a shareholder rights plan, and thereby potentially prevent the board from using a rights plan or other defensive mechanism to explore alternative ways of realizing value for shareholders. The vulnerabilities that arise from the existence of the right to act by written consent, even if not actually exploited, arguably give hostile bidders and insurgent shareholders leverage whenever they are negotiating with incumbent boards.  . . .”

This article doesn’t make me an authority on this complicated subject.

Source: Action by Written Consent: A New Focus for Shareholder Activism

David Swensen, Who Revolutionized Endowment Investing, Dies at 67 – The New York Times

David Swensen, a money manager who gave up a lucrative Wall Street career to oversee Yale University’s endowment and proceeded to revolutionize endowment investing, in the process making Yale’s the best-performing fund in the country over a 20-year period, died on Wednesday in New Haven, Conn. He was 67.

His wife, Meghan McMahon, said the cause was kidney cancer, which he had since 2012. He died at Yale New Haven Hospital.

Mr. Swensen’s innovation at Yale was to shift endowment investing from a formulaic menu of stocks and bonds to a portfolio that included hedge funds and even timberlands. When he took over at Yale in 1985, the endowment was worth $1.3 billion. Since then it has grown to $31.2 billion, passing those at both Princeton and the University of Texas and trailing only Harvard University’s.

Mr. Swensen was particularly proud of how the growing endowment had helped the university contribute to financial aid. . . . “

‘Self-confident yet selfless’: Yale’s David Swensen dies at 67 | YaleNews

“. . . . No fewer than 15 former members of Swensen’s team have gone on to lead investment offices at other institutions, including, at various times, Princeton, MIT, Stanford, the University of Pennsylvania, the Rockefeller Foundation, Wesleyan University, and Bowdoin College. Some two-thirds of them are women. Smith College recently announced that it had hired Swensen protégé Lisa Howie ’00 B.S., ’08 M.B.A. as its first chief investment officer.

Astonishingly, of the 15 top-ranked endowments based on performance over the past 10 years, six are managed by Yale Investments Office alumni,” said Takahashi, who served as senior director in the Yale Investments Office for 33 years. (He is now the founder and executive director of the Carbon Containment Lab at Yale School of the Environment.)

Teaching was important to Swensen, both in the classroom and in the Investments Office. On Monday, he and Takahashi taught the last spring semester session of their celebrated seminar course, “Investment Analysis.” Swensen, an elected fellow of the American Academy of Arts & Sciences, led discussion of a new case study.

After co-teaching the course for more than two decades, Takahashi said, the pair could “finish each other’s sentences.”

In 2014, when the university presented Swensen with an honorary degree, Polak added two extra words to the formal tribute: “and teacher.”

He was so happy about that,” Polak said. “For years to come he’d remind me that we added those two words.”

Former Vassar College President Catharine B. “Cappy” Hill ’85 Ph.D., the senior trustee of the Yale Board of Trustees, called Swensen “a consummate teacher and university citizen.”

All those who have passed through the investment office, engaged with him through the investment committee of the university, or taken one of his courses have benefited from his enthusiasm for educating and mentoring others. His obvious love for and commitment to Yale contributed to the university in many ways, and will be remembered and valued by all those who had the good fortune to know him.”

Through two books Swensen wrote — “Pioneering Portfolio Management: An Unconventional Approach to Institutional Investment” and “Unconventional Success: A Fundamental Approach to Personal Investment” — he also helped the broader investment community learn his way of thinking.

Source: ‘Self-confident yet selfless’: Yale’s David Swensen dies at 67 | YaleNews

Shareholder Action by Written Consent

“Shareholder action by written consent refers to corporate shareholders’ right to act by written consent instead of a meeting. This type of consent avoids some of the negative characteristics of shareholder meetings. A consent resolution, formally called a Shareholders’ Consent to Action Without Meeting, is a written document that details and validates the procedures taken by shareholders within a corporation without requiring that a meeting occur between shareholders and/or directors.

In general, written shareholder consents require the same number of approval votes as would be required if the shareholder meeting actually occurred. Keep in mind that it’s not necessary for a meeting to actually be in person these days either, as telephone and video meetings are common and may be included as acceptable methods of holding meetings according to a corporation’s bylaws.

Shareholder action by written consent is also known as:

  • Shareholders’ Consent to Action Without Meeting.
  • Notice of Action by Written Consent.
  • Shareholders’ Written Consent to Action.
  • Action by Unanimous Written Consent.”

Source: Shareholder Action by Written Consent