Monday, April 14, 2014

The surprising ancient origins of Passover

The surprising ancient origins of Passover
The holiday we know today began as two distinct ones, one for nomadic herders and one for farmers. Neither involved Egypt.
By Elon Gilad
Apr. 14, 2014

The Passover Seder is one of the most recognized and widely practiced of Jewish rituals, yet had our ancestors visited one of these modern-day celebrations, they would be baffled.

Not only does our modern Seder wildly diverge from the Passover of old: during antiquity itself the holiday underwent radical changes. Below we chart as best we can - considering the shortage of historical documentation - the origins of Passover, from the dawn of Israelite people to the destruction of the Second Temple in 70 CE, and the consequent establishment of the embryonic Passover Seder, which modern Jews would recognize.

As the centralized Israelite state took shape about 3,000 years ago, , the religion of the people varied from place to place and took variegated forms, hints of which we can see in the Bible, virtually the only historical narrative we have of this period. Among the different folk beliefs and frankly polytheistic practices these proto-Israelites practiced, the springtime rites seem to have had special status. Two of these rituals would later become subsumed by Passover: Pesach and Hag Hamatzot.

Pesach was a pastoral apotropaic ritual, that is: its purpose is to ward off evil. It was carried out by the semi-nomadic segment of Israelite society that subsisted on livestock. Spring was a critical time of the year for them, a time of lambing and a sign that soon they would have to migrate to find a summer pasture for their flock.

In order to protect their flocks, and families, from the dangers ahead, they would slaughter their flock’s newest addition as an offering, either a lamb or a kid, in a bloody ritual followed by a family feast.

The origin of matza

Hag Hamatzot, on the other hand, was celebrated by the settled segment of Israelite society, who lived in villages and who drew their subsistence from farming. For them too spring was crucial, meaning the start of the harvest, of the cereals on which they depended.

Of the cereals grown by the ancient Israelites in this period, the first grain to be ready for harvest was barley. Although this made for inferior bread, it was highly prized: not rarely, by the spring harvest, the last year’s stores had been already depleted and hunger took grip of the land.

This new bread would have been unleavened, as the leavening used at the time was a portion of dough set aside from the last batch of bread. But this would have been unavailable due to the gap created by the empty stores. Add to this the fact that barley flour hardly rises anyway, and that the baking techniques of the time would have made even the superior bread made of wheat flour flat and hard, and you’ve got matza.

Still, when hungry even matza is a cause for celebration and one could imagine that the communal threshing grounds were filled with joy, cheer, and jubilation.

The holidays are merged

As the monarchy was established and a centralized religion took form, the two holidays began merging into one. The process was a gradual one, which culminated in both converging to the full moon in the middle of the spring month of Nisan.

The location of the celebrations was moved from the home and the community to the Temple in Jerusalem.

No doubt, an important milestone in this process took place in the reforms of the 16-year-old King Josiah in 622 BCE, as described in chapter 22 of the Second Book of Kings.

We are told that Josiah ordered the temple be renovated. and that During this process, as Hilkiah the high priest was clearing the Temple’s treasure room, “The Book of the Law,” - believed to be an early version of the Book of Deuteronomy - was found. This led to a series of reforms carried out by Josiah to bring the land into accord with the newly -discovered divine ordinances.

A major part of these reforms was the reform of Passover: “And the king commanded all the people, saying, Keep the passover unto the Lord your God, as it is written in the book of this covenant.” (23:21)

It was no longer supposed to be a family affair but a centralized national observance: the Book of Deuteronomy clearly stipulates that the Pesach sacrifice may not be made “within any of thy gates” but rather at the Temple. (16:5-6)

Pilgrimage to Jerusalem

Following Josiah’s reforms, the holiday took the form of a mass pilgrimage to Jerusalem. The people would bring their paschal lamb (or kid) to be sacrificed at the Temple.

The feast of unleavened bread began the day after. All were commanded to avoid eating leavened bread for a week, though it seems that this wasn’t accompanied by any special practices in the Temple; the Israelites would probably have followed this precept on their way home and at their homes themselves.

Not much more is known about the celebration at this time. This was apparently the time in which the story of the exodus from Egypt was introduced [link . But this form of practice didn’t last long. In 586, BCE the Babylonians sacked Jerusalem, the Temple was destroyed and the period in Jewish history called the Babylonian Captivity began.

Bondage in Babylon

It is during this time, when the elite of Judean society was in the relatively literate and cosmopolitan Babylonia and had they had no Jerusalem Temple on which to focus their religious fervor, that the writing of many of the Biblical texts took place. This includes the Book of Exodus, the central tale of Passover. Among other things, the story would have united the people and appealed to its writers themselves, as they found themselves in bondage in a foreign land, hoping to be delivered by God and returned to their homeland.

They were indeed delivered, in 538 BCE, when Cyrus the Great, King of Persia, defeated the Babylonians, and proclaimed that the Jews could return to their homeland and rededicate their temple. Upon their return and the dedication of the new temple in 516 BCE, the holiday of Passover was reinstated. “And the children of the captivity kept the passover upon the fourteenth day of the first month...and kept the feast of unleavened bread seven days with joy.” (Ezra 6:19-22)

Following the rededication of the Temple, the Judeans would come to Jerusalem a few days before the holiday each year. They would prepare for the holiday by going through rigorous purity rituals. Entering the Temple compound in groups, the head of each household would hand their animal offering to the priests, who killed the animal, drew its blood and sprayed it on the altar. Then the carcass was returned to the family that had given it and they would roast it and eat it within the confines of the Temple.

The next day the people dispersed, though they would continue to eat unleavened bread for another week.

This form of Passover continued until the Maccabean Revolt erupted in 167 BCE. The celebration of Passover at the Temple had to stop, briefly, until Jerusalem was recaptured by the Maccabbees and the Temple was rededicated in 165 BCE. At this time Passover underwent further change.

The Hasmonean reform

Under the new Hasmonean regime, the sacrifice of the Pesach offering was done by the head of the household himself, not by the priests. On the other hand, during the week following Pesach, special sacrifices were given, and these were sacrificed by the temple staff - the priests and the Levites.

Another innovation that seems to have arisen under the Hasmonean Dynasty was the singing of songs praising God and the drinking of wine during the family meals, as well as some kind of public celebration at the end of the week of Hag Hamatzot.

The civil war that resulted from the murder of Julius Caesar in 44 BCE led to the demise of the Hasmonean Dynasty and the ascent of Herod the Great to the Judean crown in 37 BCE, as a puppet ruler of Rome. This had little effect on Passover, which continued pretty much as it was under Hasmonean rule. However, the vast numbers of Jews coming from throughout the Roman Empire forced change, as there was no longer room for everyone to have their paschal mean within the confines of the Temple. The rules were relaxed to the extent that the meal could be eaten anywhere within Jerusalem.

But this massive influx of Jews to Jerusalem made the Roman authorities uneasy. Several sources from this period report that the Jerusalem garrison was fortified during Passover to prepare for any unruliness.

The Passover meal in this form was the meal described in the New Testament as Jesus’ last supper.

In 66 CE, religious tensions between Greek and Jewish citizens, and protests over the heavy tax burden, boiled over into the Jewish rebellion against Rome. This rebellion was put down in 70 CE. Roman legions under Titus retook Jerusalem, destroying the Temple and much of the rest of the city. Passover was never to be celebrated as it had been again.

In Yavne, a rabbinical school lead by Rabbi Johanan ben Zakai and Rabban Gamaliel II, set out to forge a new Judaism adapted to a post-Temple world. Among their innovations, which were later redacted into the Mishnah, was the embryonic form of the Passover Seder we know and celebrate today.

Sunday, April 13, 2014

Mergers and acquisitions: the world of the elite has changed, but not necessarily for the better

Should we have left the WASPs in control? No. But WASPs arent' the only ones we have to protect ourselves from. It turns out, we need to watch out for those who are closely related to us as well as those who aren't.

The world of the elite is not more democratic since M&A took over. Wealth is more concentrated than ever. When the doors to inner sanctum of American money were breached, the first thing the victors did was to slam them shut again.

"M&A has a deceptively mundane definition. It means taking control of a company, with or without the consent of the executives running it."

The Lucky Sperm Club: Jews, M&A and the Unlocking of Corporate America
By John Weir Close
Jan. 2014

John Weir Close tells the inside story of the development of the mergers and acquisitions movement in the 1980s -- a phenomenon that has ruled global commerce ever since.

Paul Solman: "Since 1975, the US economy has been transformed in ways that are not yet well understood," wrote economics journalist David Warsh recently in his weekly Economic Principals column.

"As it happens," Warsh continued, "I have been reading a book about one of the major engines of that transformation, the merger and acquisitions movement of the last thirty years. Not since Barbarians at the Gate and The Predators Ball have I enjoyed a book about Wall Street as much as A Giant Cow-Tipping by Savages: The Boom, Bust, and Boom Culture of M&A, by John Weir Close. (The title derives from a line attributed to Ted Turner to describe the merger of AOL and Time Warner)."

Being a great admirer of Warsh, whose column I have long touted on this page and read devotedly, I contacted author John Close, book unseen, and asked him if he would adapt from his book something about the merger and acquisition movement for the Making Sense Business Desk. He was gracious enough to oblige us.

John Weir Close: "This isn't giving me an erection."

Joe Flom tossed the brief back across his desk with a scowl at his 20-something associate Stuart Shapiro.

"I'm not surprised at your age," Shapiro said without missing a beat. Flom often used the erection remark to shock, intimidate and galvanize, but no one had ever answered him in quite the same way. "I just figured if the guy's going to be a bully, I can do it back. We got along well after that," Shapiro says 40-odd years later, noting with a smile that Flom was then around 50, the better part of two decades younger than Shapiro is now.

They call themselves the Lucky Sperm Club. It is the 1980s and Shapiro is soon to be a member of the set of young lawyers at the rising firm of Skadden, Arps, Slate, Meagher & Flom who are fortunate enough to sit at the feet of Joe Flom, the guru of a generation, a gruff and slightly hunch-backed, recently obese, small man with both pitiable social insecurities and serene confidence in his prodigious intellect.

Flom and his arch-rival and co-conspirator, Marty Lipton, are inventing modern mergers and acquisitions, or M&A, which, because of these two men, will soon become both a craft with a name all its own and a phenomenon that has ruled global commerce ever since.

At Lipton's firm -- Wachtell, Lipton, Rosen & Katz -- a similar if unnamed group of young men is also ascending rapidly to top positions and growing ever richer, working directly and often virtually singled-handedly with powerful clients, with Lipton's genius always accessible. In all but name, the Lucky Sperm Club is rapidly spawning new chapters at other firms and banks around Manhattan and beyond as the emerging specialty gathers shape.

M&A has a deceptively mundane definition. It means taking control of a company, with or without the consent of the executives running it. Since it is expensive to build a business from nothing, it is often seen as more profitable to take over what has already been built by others. In one stroke, you expand your business and eliminate a competitor. If you're purely an investor, you can keep the company or sell it off for profit. To gain control of a corporation in the modern era, you either offer to buy the stock from the existing shareholders or ask them to vote their shares in favor of your nominees for the board of directors, who, if elected, turn over the company to you.

That's basically it. It sounds simple, and it is, but variations proliferate as fast as the human mind can invent them. M&A has grown rampantly in power and complexity to reach a global value of around $4.7 trillion at its recent highest point, more than the GDP of Germany, the fifth largest economy in the world. M&A has revolutionized corporate Earth and enriched the members of the guild as perhaps none of them ever imagined.

As explored in my recent book, "A Giant Cow-Tipping By Savages," modern M&A has not been driven by Scottish immigrants in Pittsburgh or French Huguenots in the Hudson Valley capturing entire swathes of the nation's resources in the absence of government regulation. To the contrary, in the late 20th century, M&A was driven by two Jews, Marty Lipton and Joe Flom, who had simultaneous epiphanies about how to take advantage of new government regulation -- in other words, how to turn the rules into an instruction manual for transforming the buying and selling of companies into a profession in itself. But rather than seek to buy, sell or keep companies themselves, they became the Sherpas, interpreting regulatory maps and making up new law as they went along.

As recently as the 1970s, Jews and all others not of the white Anglo-Saxon Protestant ascendancy were still excluded from any position of real power at the bar, on the bench, at banks and in boardrooms. America was still an agglomeration of ghettos: Italians knew Italians, Jews knew Jews, Poles knew Poles, Irish knew Irish, WASPs barely knew any of them existed and the Cabots spoke only to God.

"When I came to New York in the '70s, the WASP aristocracy still reigned," the Lucky Sperm Club's Shapiro recalls. "You didn't see an Asian face above Canal Street. You didn't see a black face in a law firm unless it was the mailroom. You certainly didn't see an Hispanic face. Swarthy Italians and Jews? They were not people you dealt with."

Yet again, as happened so often in their history, the Jews somehow found their own methods to carry them past such barriers, and once those blockades were destroyed, other demographics followed.

But it was primarily Jews who first became expert in taking over companies against the will of their existing executives. The white-shoe law firms and elite investment banks found this simultaneously distasteful and tantalizing in the same way medieval merchants viewed the lending of money at interest. Both groups were discouraged from joining in one of the most profitable enterprises of their day: the old merchants by, among other things, an ecclesiastical ban on the practice of usury; the new lawyers, by the establishment's social codes of behavior. Again, the Jews found themselves in control of an industry that then perpetuated the stereotype: the omnipotent, venal Machiavellian, hands sullied by the unsavory. But the business of takeovers paid the rent. And then some.

Yes, they were making money. And yes, that got the attention of the rest of Wall Street. But the takeover gang was also having fun. They were running through the streets wielding megaphones and announcing the revolution. They changed everything. Like West Indian slave revolts in the 1800s, which disrupted the fortunes of the likes of Jane Austen's Sir Thomas Bertram, the new M&A industry transformed public corporations -- the establishment's repositories of power and wealth -- into very public, very visible and very vulnerable sugar plantations open to all with the will, the intelligence, and sometimes, the personality disorders needed to gain entry.

M&A quickly divided itself into two separate but equally important gangs: the corporate acquirers who do the buying and the M&A advisers who show them how it's done. The former are the collectors. Like bower birds, who attract female mates with the colorful trinkets they gather to decorate their nests, these men began to collect compulsively: houses, wives, antique carriages, acres, books-by-the-yard, furniture, airplanes, companies. Dominant members of the species included Sir James Goldsmith, a British mogul with a secret terror of rubber bands who was reportedly the model for Sir Larry Wildman in the 1987 movie "Wall Street"; John Kluge, at one time the richest man in America after his breakup of Metromedia, who became infamous for his grisly pheasant shoot in Virginia; and Robert Campeau, known for bankrupting a swathe of North American department stores while fending off his own aging with the injection of fetal lamb brain cells.

The M&A advisers -- the lawyers and bankers who actually do the work -- are like vervet monkeys, more highly evolved than bower birds. Clever and quick social animals with a strict hierarchy, they have a special alarm for each species of corporate raider or, depending on the kind of deal, each potential target. Flom and Lipton and the lesser members of their respective monkey troops were the instant, and only, experts to whom judges and fellow lawyers would come on bended knee for explication of their alarm calls, the takeover assault weapons and the defenses against raiders that they were creating on the backs of menus at the hottest restaurants in town.

Skadden's Lucky Sperm Club adopted the Quilted Giraffe as its clubhouse -- at the time, the most celebrity-stuffed establishment in Manhattan. With sex in the bathroom and cocaine in the lost and found, the restaurant happened to track the same arc as early M&A from 1979 to 1990. And at Second Avenue and 50th Street, the Quilted Giraffe was also just six blocks from the offices of Skadden on Third Avenue. Along with the house red, Petrus and the Montrachet, the specialty was the "beggar's purse," an innocuous but seductive little crêpe confection bulging with beluga and crème fraîche, pulled into symmetrical creases by a drawstring of chives and topped with a gold leaf. It was the Proustian madeleine of the 1980s, typically $50 for each little morsel.

One autumn night in 1985, three of the Lucky Sperms, Stu Shapiro, Morris Kramer, Don Drapkin, and their progenitor, Joe Flom, could be found at their usual table, enjoying Havana's finest, smuggled in from Geneva in white plastic boxes, each with its telltale gold-foil ring removed. By this time, our hitherto ostracized takeover lawyers had taken their rightful place among the clout merchants of the day. Mick Jagger and Jerry Hall were at table eight near the door. Ivan Boesky and Mike Milken had just left. Henry Kissinger had lumbered into his limo after a long drinking session. Woody Allen had dibs on table seven, as on other nights did Mia Farrow, Diane Keaton and Adnan Khashoggi. Warren Beatty was, as usual, at table six. There was Jacqueline Kennedy in her blue Chanel suit with Jayne Wrightsman. You could see Donald Sutherland, Annette Reed and Brooke Astor. You could never see Bernie Madoff, who always ordered in and always at lunch.

Among the Lucky Sperm stars that night there was a certain air of schadenfreude. They were embroiled in their campaign to conquer Revlon for their client Ron Perelman and his company, known as Pantry Pride. Perelman at the time was an unknown adventurer and a serial acquirer.

In 1985, M&A was exploding into maturity in the courts and boardrooms, and the Revlon war epitomized this sudden transformation of both commerce and culture. Few American corporations in the mid-1980s embodied glamour and power more thoroughly and with more fanfare than Revlon, a global brand brought to full flower by its former leader, the self-aggrandizing and self-tortured Charles Revson and then by Revson's hand-picked successor, Michel Bergerac, who ensured that the company was the commercial and cultural lodestar of the establishment.

Bergerac created his own splendid court at Revlon's headquarters in the General Motors building, one of the most prestigious office addresses in the city. On the 49th floor, the Revlon rooms were done à l'Afrique. The walls were hung with heads of greater kudu and steenbok and the masks of the Urhobo, Bozo and Yoruba. The floors were covered with zebra and impala skins and dotted with elephants'-foot stools. It was a palace of the masters of all living things, the lords of all creation.

"There was this sense that we are the nobility. And who is this -- you should excuse the expression -- Jew from Philadelphia ...Who is he to interrupt our garden party in our Fourth-Floor-of-Abercrombie-&-Fitch-decorated headquarters in the city's fanciest building with the best views of Central Park in New York?" says Stu Shapiro about the predominant attitude within the Revlon kingdom they were trying to acquire.

"This Jew" -- Shapiro's client -- was Ronald Owen Perelman, salivating on his cigar, blurting out his ungrammatical fragments, daring to attack august Revlon, with its $2.3 billion in assets, from his perch atop a small, recently bankrupt Florida food chain with assets of barely $400 million. Perhaps most galling of all was the silly name of the upstart's company: Pantry Pride. The Revlon grandees called it "Pant-y Pride"; Ronnie was "Peril-man," pointedly pronounced in the French way by CEO Michel Bergerac so that it sounded like the name of a comic book super-villain.

Ronald Perelman, with the omnipresent cigar, in his townhouse two years after shocking the business elite with his coup at Revlon. Photo courtesy of Rob Kinmouth/Getty Images.

Revlon certainly had reason to feel impregnable, not only because of its size, but also because it had hired an army of the best New York M&A specialists who felt the same way: Arthur Liman leading a platoon from Paul Weiss, Marty Lipton of Wachtell and Felix Rohatyn in charge of a team from Lazard Frères. These advisers assured their client that they would never let Pantry Pride get its hands on Revlon. It was a lesson in how contempt and entitlement can fuel an arrogance that guarantees defeat.

At first, only one member of the board of directors saw "Peril-man" for what he was -- a Drexel-fueled, Skadden-led, adrenalin-stoked existential threat to the Revlon status quo. That Revlon board member was Ezra Zilkha, the scion of an ancient Baghdadi-Jewish banking family. Zilkha understood that Mike Milken, who turned his team at the investment banking gadfly Drexel Burnham into a West Coast Wall Street from his X-shaped throne at Wilshire Boulevard and Rodeo Drive in Beverly Hills, was funneling borrowed money from bond buyers into Pant-y Pride, charging the borrower (Perelman) atmospheric interest rates but undamming an unstoppable surge of cash from investors looking for fat returns.

Zilkha at first found allies on the board only in Lewis Glucksman, the legendary head of Lehman Brothers, and Aileen Mehle, the celebrated columnist who wrote under the name Suzy Knickerbocker. It would not be long before the entire Revlon board and management, and indeed, the wider establishment itself, became increasingly appalled at the savages about to slay their first mastodon.

The fight had started with a knock at the door at Bergerac's townhouse by Ron Perelman on the night of June 14, 1985. He was soon shown the door. Bergerac would later say to an associate, "Can you imagine this guy, saying he's going to make me a rich man?" It may have been presumptuous, but it turned out to be true -- true, at least, that Perelman would make Bergerac a much richer man than he was already.

Revlon wasted no time. It quickly put in a poison pill, an amendment to the corporate by-laws which would make it more expensive for any bidder to get more than a modest percentage of Revlon's shares, and it began buying back as many as 10 million of those shares to keep them out of a predator's grasp, using notes or debt instruments in exchange for the stock. Unbeknownst to Ron Perelman, Revlon also opened secret talks with Teddy Forstmann of Forstmann Little, which provided money to managements in return for partial ownership, about dividing up Revlon between them, which would leave nothing left for Perelman to buy.

Again, Ezra Zilkha foresaw the future. He argued that the courts would see this arrangement as nothing more than a way to protect their own interests -- a new fence to keep the cow-tippers out of the milk-and-honeyed land of Revlon.

When the Revlon board met on Oct. 3, 1985, to approve its deal with Forstmann, which would leave the incumbents largely still in charge, Zilkha was in Jerusalem at the King David Hotel, joining in the discussions by phone and urging Bergerac to kill the plan before it was too late. The calls were agonizingly long, four to five hours at a stretch, exacerbated by a rabbi telephoning Ezra in the midst of it all to press him for a donation to a worthy cause. "The rabbi would have the operator interrupt my New York connection so he could talk to me instead," Zilkha recalls with a smile. "As you know, rabbis can be very persistent."

So can corporate raiders. On Oct. 9, after the board had joined hands with Forstmann, Arthur Liman of Paul Weiss convinced the three sides -- Teddy Forstmann, Ron Perelman and Michel Bergerac -- to come together to see if they could make peace. At around midnight, Perelman and his attendants were admitted to the Revlon sanctum, where they were seen as the revolting peasants. "I'll never forget those 20 or 30 guys coming off the elevators," Bergerac would later tell the writer Connie Bruck. "All short, bald, with big cigars! It was incredible! If central casting had had to produce 30 guys like that, they couldn't do it. They looked like they were in a grade-D movie that took place in Mississippi or Louisiana, about guys fixing elections in the back." Liman agreed: "What a scene. All the Drexels were in one room -- these guys with their feet up on Michel's tables, spilling their cigar ash on his rugs."

Worse even than their manners, it would soon emerge, was their new bargaining tactic, which Perelman announced that night. He was simply not going to do anything but win.

"We were sitting around in Perelman's office," one member of the team recalls, "which was in his townhouse in the 60s, filled with incredible art -- Modiglianis and Giacomettis, just unbelievable stuff -- and the deal was just kind of plunking along. Donny Engle and Leon Black [of Drexel] and [Skadden's] Don Drapkin and me. We were all talking strategy, and Drapkin suddenly had an idea. 'We'll raise them a quarter every time they bid,' Drapkin says. 'They won't be able to not sell to us because we'll raise them by the same amount every time. We won't care what it costs.'"

Of course, a quarter was not just a quarter. It was an increase of 25 cents for every share Revlon had outstanding, around $30 million for each increase of two dozen-and-one pennies. It was not only intensely irritating for Revlon, this "nickel-diming" racket, as target advisers called it, but it was also a shrewd and raw unsheathed show of financial power, backed as Perelman was, implicitly, by Milken's return-hungry investors.

And then Revlon sullied its own hands. As the Friday before the Columbus Day holiday approached, Revlon came before Justice Walsh, then a judge on Delaware's Court of Chancery. Its Forstmann alliance was under scrutiny. Would a Revlon deal with a leveraged buyout firm, in return for partial ownership of the company, be legal? The company assured the court that before any decision, no monies would change hands. Over the long weekend, the status quo would remain intact so that the judge could safely delay his ruling on the case until after the break. The judge, on Revlon's word of honor, agreed to postpone his decision until the Tuesday after Columbus Day.

But over the weekend, Revlon removed from the corporate treasury not only a tranche of Revlon stock but also $25 million in cash -- all earmarked for Forstmann to compensate him if his deal with Revlon were to fall through. There was no reason to have done this other than to remove the assets from the reach of the court's orders.

There is a little-used courtroom, more like an anteroom, off the Delaware Supreme Court chambers in Wilmington. The bench is large enough to seat all five judges, but the room is very small and very dark, and often very cold. It was to this place that then-Vice Chancellor Joseph Walsh, soon to move to the state's high court, summoned the two sides to the bar on Tuesday, Oct. 16, 1985. It was left to a Revlon adviser who had known nothing of his client's perfidy to face the cold ire of the judge who, learning of Revlon's removal of assets, quickly dismissed all of the company's pleas for succor.

The coup de grace in Delaware's Supreme Court was triggered by Skadden's Stu Shapiro. He argued that the Revlon directors had decided to protect themselves by giving away even more to protect themselves -- in this case, money to the owners of Revlon's traditional debt (its bonds and notes). These debt owners were angry at Revlon's plans to borrow additional money to finance their defense against Perelman's takeover since this new debt would jeopardize the company, and therefore, its bondholders.

Shapiro argued that the board members, facing not just bondholder anger but threats of lawsuits aimed at their own personal fortunes, had blinded them to their duty to get the best deal for the company's shareholders, the actual owners of Revlon. And, as they bought more and more Revlon stock, the owners were increasingly Ronald Perelman and associates -- investors whose loyalty was not to management or employees or the community, but to "maximizing shareholder value." It has been the maxim of corporate America ever since.

When the court stripped away Revlon's defenses, such as the deal with Forstmann, there was nothing for Revlon to do but turn over the keys to the kingdom to the dreaded Perelman for $1.8 billion. The consolation prize was that $1.8 billion was, at the time, an astonishing fortune. Bergerac and friends would be rich after all, as Perelman had promised.

After his oral argument triumph, Stu and his father (and fellow Skadden partner) Irving Shapiro were having a drink at the Rodney Square Club in Wilmington, co-founded by the elder Shapiro at a time in the not-so-distant past when Jews were not welcome in the city's other exclusive clubs. Renowned Delaware attorney A. Gilchrist Sparks III, Revlon's advocate, came over to their table to congratulate Stu on his performance. At that point, the court had not yet ruled, but Sparks knew it was to be Shapiro's day. It was fitting that a luminary in M&A, with an initial as a first name and a Roman numeral after his surname, would tip his hat to a Jewish lawyer at this club founded in response to discrimination after an M&A victory against an established elite.

A devastated Michel Bergerac came to see Ezra Zilkha at 30 Rock just two hours after the Revlon board met for the last time before Ron Perelman and his team took over.

"What has happened?" Bergerac said as he let himself down into a chair. "You have just made yourself $35 million with your golden parachute and the sale of your stock, Zilkha told his friend. It's November, Zilkha went on quickly. With me, you can talk any time, but it is almost tax season. I will call my Peat Marwick people for you. Go now and see how you can defer your taxes. "And that," Ezra recalls, "is exactly what Michel did."

Revlon was a triumph for Stu Shapiro, who won one of the most important court victories in the history of mergers and acquisitions. For Drexel, it was one of the first and most successful junk bond takeovers of a major corporation. For Shapiro's mentor and adviser throughout the Revlon saga, Joe Flom, it was sweet vindication. A brilliant Harvard law student and a law review editor, now the leader of fearsome Skadden, the young Flom had been routinely turned down by the law firm mandarins of the day, sometimes even told that his "background" was the "problem."

These old-line firms, among sundry other gatekeepers, from co-op board members to restaurant maîtres d'hôtel, could no longer stop Flom and his confreres, furious to succeed. "In the early '60s," Flom once remembered, "we were supposed to do an underwriting for a client, but when the client called his investment banker, he was told there were only seven [law] firms -- all old Wall Street firms -- qualified to do underwritings for the bank. So I figure... we've got to show the bastards that you don't have to be born into it."

And that's just what they did. The control of corporate America was arguably democratized in the process. And shareholders, regardless of identity or motives, gained an upper hand they have yet to relinquish, almost three decades later.

President says right to vote under attack; sign petition re changes in voter laws in Ohio

[April 2014] Ohio already has some of the longest voting lines in the country
and has proven time and time again to be a critical swing state
for elections. Ohio Republicans recently made changes to their
voting laws that further restrict early voting by reducing
voting hours and slashing funding for districts that mail
absentee ballots to all residents. This cannot stand.

Deja vu all over again? [NOTE THE DATE!!!]

More Than 300,000 Ohio Voters Submit Petition Suspending Gov. Kasich’s Anti-Voter Law

By Ian Millhiser
Think Progress
September 29, 2011

Earlier this year, Ohio Gov. John Kasich (R) signed a sweeping bill intended to make it harder to vote in his states’ elections. Kasich’s anti-voter law drastically cuts back on early voting and erects new barriers for absentee and even for election day voters. Today, however, opponents of Kasich’s war on voting will submit over 300,000 signatures to the Secretary of State’s office — well over the 231,000 signatures necessary to suspend the law until it can be challenged in a referendum in November of 2012. If enough of the signatures are deemed valid, the practical effect of this petition will be that Kasich’s law will not be in effect during the 2012 presidential elections when Republicans hoped the law would weaken President Obama’s efforts to turn out early voters who support his reelection.

See all posts on vote suppression.

President says right to vote under attack
Frost Illustrated
April 13, 2014

Of course there will be those who argue about “potential” fraud (especially given that evidence shows that election fraud is not a widespread phenomenon) but the truth is some elements of this society, particularly the privileged oligarchy, have been trying to put the genie of political empowerment back in the bottle since day one. And, let’s not get it twisted. Historically, no one political party has had the monopoly on trying to suppress the political voices of those who don’t resemble the ruling class. Seasons changes but the weather remains the same. The real fraud is how agents of the oligarchs are able to get their minions to pass laws that legalize voter intimidation and the disenfranchisement of the poor, elderly, “minorities” and those who have paid their debt to society. But, that’s the strategy of a ruling class—pass laws that make the immoral legal.

Obama: Right to vote under threat in the US

The Associated Press

NEW YORK AP — In an unsparing critique of Republicans, President Barack Obama on Friday accused the GOP of using voting restrictions to keep voters from the polls and of jeopardizing 50 years of expanded ballot box access for millions of black Americans and other minorities.”The stark, simple truth is this: The right to vote is threatened today in a way that it has not been since the Voting Rights Act became law nearly five decades ago,” Obama said in a fiery speech at civil rights activist and television talk host Al Sharpton’s National Action Network conference.Obama waded into the acrid debate over voting access in an election year where control of the Senate, now in the hands of Democrats, is at stake, as is Obama’s already limited ability to push his agenda through Congress.Republicans say the voting measures guard against voter fraud, but Democrats say they erode the landmark 1965 law that helped pave Obama’s path in politics.

Saturday, April 12, 2014

Hair Wars: The Politics of Hair ‘YOU CAN TOUCH MY HAIR’ Exhibit

Singer Janelle Monae

See all posts re African hair.

How did things get so bad for black women's hair? I thought things had changed in the seventies when natural hair flourished on black women's heads. I thought we had reached an Age of Enlightenment, never dreaming that I was experiencing a temporary blossoming of acceptance of racial differences.


Soon black women were pressured to go back under a "chemical veil", forced, like Muslim women, to conceal their natural beauty. When did that happen? Around the time Ronald Reagan was elected?

Muslim woman wearing hijab Photograph by: Dario Ayala , The Gazette

Hair Wars: The Politics of Hair ‘YOU CAN TOUCH MY HAIR’ Exhibit (VIDEO)
by Pragmatic Mom
I Love Newton
April 12, 2014

I’m Asian American and I’ve never really given that much thought to my hair … except that one time. I was on the swim team in high school in Southern California and my hair, from being outdoors in a chemically treated pool three hours a day, bleached out from solid black to dark, dark brown with red highlights. I thought the red streaks were kind of pretty until my swim team female friends ridiculed it saying that I had “Mexican” red streaked hair.

Believe me — in Southern California — this was not a compliment.

Hair as politics. Hmm…

Read more and see photo gallery and video HERE.

Thursday, April 10, 2014

Miami-Dade blocks voters standing in line from using the bathroom

Miami-Dade blocks voters standing in line from using the bathroom
by Hunter
Daily Kos staff
Apr 10, 2014

Long lines in 2012

People wait in line to vote at a fire station near downtown, during the U.S. presidential election in Miami, Florida November 6, 2012. REUTERS/Andrew Innerarity

Hello, citizens of Florida. How can we help keep you from voting today?

Earlier this year, the Miami-Dade County Elections Department quietly implemented a policy to close the bathrooms at all polling facilities, according to disability rights lawyer Marc Dubin. Dubin said the policy change was in “direct response” to an inquiry to the Elections Department about whether they had assessed accessibility of polling place bathrooms to those with disabilities.

“I was expecting them to say either yes we have or yes we will,” Dubin said.

Instead, he received a written response announcing that the county would close all restrooms at polling places “to ensure that individuals with disabilities are not treated unfairly,” a January email stated. “[T]he Department’s policy is not to permit access to restrooms at polling sites on election days,” Assistant County Attorney Shanika Graves said in a Feb. 14 email.

Note that due to the state of Florida's bang-up job of being generally incompetent at running elections, some voters in the county had to wait in line for six hours or longer to be able to vote in the 2012 elections. Now the state is going to intentionally close all the bathrooms near the polling places, supposedly because they can't be bothered to determine which ones are accessible to the disabled. Brilliant.

This would seem itself to disenfranchise voters with medical conditions that prohibit standing for six straight hours without a bathroom break, so I expect this will not be the last we hear of this.

Wednesday, April 09, 2014

Political Corruption Explained: Dems vs. GOP

"Why bribe a Democrat to do something a Republican will do for free?"
What do you think of the cartoon? Tell us in the comment section...

Political Corruption Explained: Dems vs. GOP [Cartoon]
April 08, 2014
By Jim Beller
La Mesa Patch

Reading about the recent arrest of Leland Yee we are struck by the fine line between legal and illegal campaign contributions. Released recordings show the FBI informant insisting, "I want this (quid) forthat (quo)" while a hapless Leland protests, "No, no that would be illegal... but OK."

Leland's voting record includes many instances of voting against the interests of San Francisco and his constituents after receiving last-minute contributions from effected industries. However, it seems that it is legal for a politician to take contributions in payment for votes that are consistent with their ideology. Good deal for the Republicans, whose ideology has been distilled down to "Rich people aren't rich enough."

Which is the point I'm trying to make, however imperfectly, in the cartoon. My original idea was to have Donkey Dem advertising, "You have to BRIBE us to do what Republicans do for free!"

Monday, April 07, 2014

Better education=less war? Maybe. Survey finds that people who don't know where Ukraine is are most eager to bomb it

Americans who don't know where Ukraine is are most eager to bomb it
Daily Kos staff
Apr 07, 2014

...We wanted to see where Americans think Ukraine is and to learn if this knowledge (or lack thereof) is related to their foreign policy views. We found that only one out of six Americans can find Ukraine on a map, and that this lack of knowledge is related to preferences: The farther their guesses were from Ukraine’s actual location, the more they wanted the U.S. to intervene with military force.

Call it the Palin Doctrine: the less you know about something, the more sure you are that America needs to blow that something up in order to fix it (though fairness requires pointing out the same doctrine is at work in the House Republican response to health reform, in conservative suppositions that various scientific discoveries of the last century are merely plots to be dismantled, and in every George Will column on any subject written in the last fifteen years. It's a small toolbox.)

Even controlling for a series of demographic characteristics and participants’ general foreign policy attitudes, we found that the less accurate our participants were, the more they wanted the U.S. to use force, the greater the threat they saw Russia as posing to U.S. interests, and the more they thought that using force would advance U.S. national security interests [...]

People in Oklahoma finally decide that haters have gone too far: two thousand people picket the Westboro Baptists at elementary school

For years, the only people who have been standing up to the Westboro
Baptists have been motorcycle gang members and liberals. It took a lot
for regular folks in Oklahoma to become outraged.

The main issue of the Westboro Baptists is hating homosexuals. Liberals in Santa Monica chased them off (see video), but conservative Christians should do more about the haters than merely protecting their own children when the Westboro Baptists show up at the temporary elementary school of tornado victims. All children should be protected all the time. And so should adults.

Conservative Christians should worry about their own sins, and let God deal with homosexuals as he sees fit. Apparently, God sees fit to leave them alone. The tornado that killed seven children at Plaza Towers Elementary School in Moore Oklahoma wasn't caused by God deciding to smite children. It was an act of nature.

The truth is that the Westboro people are just doing openly what the Republican-controlled House of Representatives does with much more powerful effect. The congressmen simply use (slightly) more controlled vocabulary to talk about it. Instead of picking very personal locations to vent their ugly feelings, socially acceptable haters do it on national television and talk radio. I think that's really worse. So why don't 2000 people picket them??? Because the 2000 people don't seem to mind the other stuff, they just got mad when the Westboro folks were attacking white kids. Shame on the public for accepting the haters who are the most harmful, and for accepting the Westboro bullies most of the time.

Westboro Baptist Church Picketers Run Off By 2000 Protestors In Oklahoma (Video)
by Leslie Salzillo
Daily Kos member
Apr 06, 2014

It was a 'no contest' showdown, when thousands of folks in Moore, Oklahoma, came out in the cold and rain, to counter-protest the Westboro Baptist Church (WBC). The vile WBC group was scheduled to picket a school, where children had died in last year's horrific tornadoes. Their allotted time was 2:00 - 2:30 on Sunday, April 6 [2014]. The police were there to enforce free speech, but were hardly a deterrent when the large crowd began crossing the road towards the hate group. Within two minutes, the WBC picketers realized the danger, stuffed themselves, and their signs, into their vehicles - and left the scene rather quickly. Smart move on their part. No arrests were made.

See KOCO News Video

YouTube Video of Oklahoma Protest Against WBC (by AJVegas)

Good for the folks of Oklahoma. This isn't a first. Communities around the country continue to trump the WBC's odious agenda. Last year the residents of Santa Monica, California, formed a human chain to border a pro-LGBT high school. The WBC had no choice but to slither away on that day as well.

Video of Santa Monica Protest Against WBC (by Ben Ross) [Maura Larkins note: the Santa Monica video has music.]

Speaking of the House of Representatives, there's a new theory about what motivates them:

Tough life: After working four straight days, House GOP plans 18-day vacation
by Jed Lewison
Daily Kos
Apr 07, 2014

Today is Monday, April 7. Election day is Tuesday, November 4. There are 212 days between now and then. Yet:

Once the House adjourns on Thursday, it’s in recess until April 28, giving members time back home to run for reelection. House GOP leaders have scheduled only 55 more days of legislating (less than two full months in session) for the year prior to Election Day, according to the House calendar issued by Majority Leader Eric Cantor’s office.

So here's the question: Are they merely lazy? Or are they trying to run out the clock until election day? After all, as we learned last fall during the shutdown, when House Republicans show up for work, they tend to make problems for themselves.

Sunday, April 06, 2014

I just saw Robert Reich's Inequality for All and I'm shocked at how much I didn't know

Things are kinda seriously wrong in America. We need to save the rich from themselves.

A Passionate Argument
On behalf of the middle class

A Film by Jacob Kornbluth
VIDEO: Play the trailer