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How can we ensure corporations play by the "rules of the game"—that is, laws encouraging firms to avoid socially harmful conduct? Corporate compliance programs play a central role in society's current response. Prosecutors give firms incentives—through discounts to penalties—to implement compliance programs that guide and monitor employees' behavior. However, focusing on the incentives of firms overlooks the perspective of managers, who decide how much firms invest in compliance. We show that stock-based pay, ubiquitous for corporate executives, creates systematic incentives to short-change compliance. Compliance is a long-term investment for firms, whereas managers' time horizon is truncated to the date they expect to liquidate stock. Moreover, investors find it hard to value compliance programs because firms routinely disclose little or nothing about their compliance activities. We show that stock-compensated managers prefer not to disclose compliance because such disclosure can reveal private information about a firm's propensity to misconduct. As a result, both managers and markets are likely myopic about compliance. How can this problem be resolved for the benefit of society and shareholders? Boards of directors are supposed to act as monitors to control managerial agency costs. We show that the increasing use of stock-based compensation for directors, justified as a means of encouraging more vigorous oversight of business decisions, also has a corrosive effect on boards' monitoring incentives for compliance. Directors in theory face liability for compliance oversight failures, but only if so egregious as to amount to bad faith. We argue that this standard of liability, established in an era before ubiquitous stock-based compensation for both managers and directors, has now become too lax. We propose more assertive directors' liability for compliance failures, limited in quantum to a proportionate clawback of stock-based pay. This would add power to the alignment of directors' interests with those of shareholders—directors would stand to lose more than just a decrease in the value of their stock in the event of a compliance failure—but limiting liability in this way would avoid pushing boards to overinvest in compliance. We outline ways in which this proposal could be implemented either by shareholder proposals or judicial innovation.
DOI: doi.org/10.1093/jpo/joaa001
What will happen to law firms and the legal profession when the use of artificial intelligence (AI) becomes prevalent in legal services? We address this question by considering three related levels of analysis: tasks, business models, and organizations. First, we review AI's technical capabilities in relation to tasks, to identify contexts where it is likely to replace or augment humans. AI is capable of doing some, but not all, legal tasks better than lawyers and is augmented by multidisciplinary human inputs. Second, we identify new business models for creating value in legal services by applying AI. These differ from law firms' traditional legal advisory business model, because they require technological (non-human) assets and multidisciplinary human inputs. Third, we analyze the organizational structure that complements the old and new business models: the professional partnership (P2) is well-adapted to delivering the legal advisory business model, but the centralized management, access to outside capital, and employee incentives offered by the corporate form appear better to complement the new AI-enabled business models. Some law firms are experimenting with pursuing new and old business models in parallel. However, differences in complements create conflicts when business models are combined. These conflicts are partially externalized via contracting and segregated and realigned via vertical integration. Our analysis suggests that law firm experimentation with aligning different business models to distinct organizational entities, along with ethical concerns, will affect the extent to which the legal profession will become 'hybrid professionals'.
JA Armour, B Garrett, J Gordon and G Min, 'Board Compliance' (2020) 104 Minnesota Law Review 101
JA Armour and H Eidenmueller, 'Self-Driving Corporations?' (2020) 10 Harvard Business Law Review 201
JA Armour, 'Shareholder Rights' (2020) 36 Oxford Review of Economic Policy 314
What role do corporate boards play in compliance? Compliance programs are internal enforcement programs, whereby firms train, monitor and discipline employees with respect to applicable laws and regulation. Corporate enforcement and compliance failures could not be more high-profile, and have placed boards in the position of responding to systemic problems. Both case law on boards' fiduciary duties and guidance from prosecutors suggest that the board should have a continuing role in overseeing compliance activity. Yet very little is actually known about the role of boards in compliance. This paper offers the first empirical account of public companies' engagement with compliance at the board level, drawing on director-level data from BoardEx and data on federal organizational prosecutions from the Duke University and University of Virginia Corporate Prosecution Registry. We find that, despite a standard account that compliance has boomed, few boards actually adopt compliance committees. Less than five per cent of U.S. public companies have done so, although the proportion has grown steadily over time. We use our data to explore why boards establish compliance committees. Our results suggest that there is room for more constructive engagement with compliance by many boards. We conclude by recommending ways in which board compliance might be facilitated or encouraged: reconsidering norms about board size and independence, enhancing accountability of directors to regulators, and tightening state law fiduciary duties regarding oversight.
What are the implications of artificial intelligence (AI) for corporate law? In this essay, we consider the trajectory of AI's evolution, analyze the effects of its application on business practice, and investigate the impact of these developments for corporate law. Overall, we claim that the increasing use of AI in corporations implies a shift from viewing the enterprise as primarily private and facilitative, towards a more public, and regulatory, conception of the law governing corporate activity. Today's AI is dominated by machine learning applications which assist and augment human decision-making. These raise multiple challenges for business organization, the management of which we collectively term "data governance." The impact of today's AI on corporate law is coming to be felt along two margins. First, we expect a reduction across many standard dimensions of internal agency and coordination costs. Second, the oversight challenges—and liability risks—at the top of the firm will rise significantly. Tomorrow's AI may permit humans to be replaced even at the apex of corporate decision-making. This is likely to happen first in what we call "self-driving subsidiaries" performing very limited corporate functions. Replacing humans on corporate boards with machines implies a fundamental shift in focus: from controlling internal costs to the design of appropriate strategies for controlling "algorithmic failure," that is, unlawful acts by an algorithm with potentially severe negative effects (physical or financial harm) on external third parties. We discuss corporate goal-setting, which in the medium term is likely to become the center of gravity for debate on AI and corporate law. This will only intensify as technical progress moves toward the possibility of fully self-driving corporations. We outline potential regulatory strategies for their control. The potential for regulatory competition weakens lawmakers' ability to respond, and so even though the self-driving corporation is not yet a reality, we believe the regulatory issues deserve attention well before tomorrow's AI becomes today's.
DOI: https://doi.org/10.1093/oxrep/graa005
'Shareholder rights' are the legal entitlements of shareholders vis-à-vis companies in which they invest. A large body of research has sought to investigate how shareholder rights foster accountability of controllers. The concern has been that without accountability, managers and dominant shareholders will use their power to further their own interests at the expense of outside investors. A contrasting concern is that strengthening shareholder rights may come at the expense of other parties, which may also lead to misallocation of corporate resources. A recently-emerging body of research suggests that the relationship between shareholder rights and social welfare is not monotonic, but rather inverse-U-shaped. We argue that the calibration and impact of shareholder rights depends crucially on the institutional channel(s) through which they are implemented—voting, litigation, and/or market pricing. In particular, the market pricing channel intensifies the effects of shareholder rights in ways that can be excessive. This can harm not only other constituencies but also shareholders, as it can promote short-termism and systemic externalities. These problems are less pronounced for shareholder rights implemented through the voting channel.
JA Armour, 'Derivative Actions: A Framework for Decisions' (2019) 135 Law Quarterly Review 412
JA Armour and R Dicker, 'Artifical Intelligence in English Law: A Research Agenda' (2019) South Square Digest 6
JA Armour and L Enriques, 'Equity Crowdfunding: An Acid Test for Securities Regulation?' in F Allen, E Faia, M Haliassos and K Langenbucher (eds), Capital Markets Union and Beyond (MIT Press 2019)
JA Armour, 'Legal Origin and Securities Fraud—A Comment' (2019) Lloyds Maritime and Commercial Law Quarterly 631
JA Armour and H Eidenmueller, 'Selbstfahrende Kapitalgesellschaften?' (2019) 183 Zeitschrift fur das gesamte Handelsrecht und Wirtschaftsrecht 169
Anwendungen der Knstlichen Intelligenz (KI) werden das Gesellschaftsrecht im Allgemeinen und die Corporate Governance (CG) im Besonderen stark beeinflussen: Am Horizont steht die "selbstfahrende Kapitalgesellschaft". Wir unternehmen es, einen konzeptionellen Rahmen fur dieUntersuchung von CG-Fragestellungen bei KI-Anwendungen zu entwickeln. Agenturprobleme in Kapitalgesellschaften verlieren an Bedeutung: Algorithmen optimieren eine vorgegebene Zielfunktion. In den Vordergrund rucken Fragen der Zielbestimmung von Kapitalgesellschaften. Wir beschaftigen uns zunachst mit dem Stand der derzeitigen technischen Moglichkeiten. Er wird von Anwendungen im Bereich des Maschinellen Lernens (ML) gepragt. Sodann untersuchen wir die Implikationen der Data Governance fur CG-Fragestellungen, insbesondere hinsichtlich Qualifikation und Verantwortlichkeit von Unternehmensleitern. Anschließend beschaftigen wir uns mit der Zukunft der Kapitalgesellschaft beisteigender KI-Funktionalitat. Hier geht es um die "selbstfahrende tochtergesellschaft" im Konzern sowie das Zentralproblem der Kalibrierung der Unternehmensziele. Regulatorische Implikationen sehen wir in einem von Regulierungswettbewerb gekennzeichneten Umfeld vor allem in der ex ante-Prufung unternehmenssteuernder Algorithmen sowie in einer strikten Haftung kombiniert mit einer (Haft-)Pflichtversicherung entsprechend gesteuerter Kapitalgesellschaften. Alternativ ist eine unbeschrankte pro rata-Haftung der Anteilseigner gegenuber Deliktsglaubigern in Betracht zu ziehen.
JA Armour, 'The Case for 'Forward Compliance'' (2018) British Academy Review 19
JA Armour and L Enriques, 'The Promise and Perils of Crowdfunding: Between Corporate Finance and Consumer Contracts' (2018) 81 Modern Law Review 51
'Crowdfunding' is a burgeoning phenomenon. Its still‐evolving status is reflected in diversity of contracting practices: for example, 'equity' crowdfunders invest in shares, whereas 'reward' crowdfunders get advance units of product. These practices occupy a hinterland between existing regimes of securities law and consumer contract law. Consumer protection law in the UK (but not the US) imposes mandatory terms that impede risk‐sharing in reward crowdfunding, whereas US (but not UK) securities law mandates expensive disclosures that hinder equity crowdfunding. This article suggests that while crowdfunding poses real risks for funders, the classical regulatory techniques of securities and consumer law provide an ineffective response. Yet, a review of rapidly‐developing market mechanisms suggests they may provide meaningful protection for funders. An initially permissive regulatory approach, open to learning from market developments yet with a credible threat of intervention should markets fail to protect consumers, is justified.
JA Armour, 'Bank Governance' in JN Gordon and W-G Ringe (eds), The Oxford Handbook of Corporate Law and Governance (Oxford University Press 2018)
According to a common narrative, the failure of banks in the financial crisis reflected poor corporate governance practices, as well as inadequate prudential regulatory safeguards. Yet it turns out that the 'best' governance practices according to ordinary standards were the ones that did worst during the financial crisis. In the period leading up to the financial crisis, it was believed that regulation would cause banks to internalize the costs of their activities, meaning that what maximized bank shareholders' returns would also be in the interests of society. Consequently, large banks used the same governance tools as non-financial companies to minimize shareholder-management agency costs, namely independent boards, shareholder rights, the shareholder primacy norm, the threat of takeovers, and equity-based executive compensation. Unfortunately, such tools had the adverse effect of encouraging bank managers to take excessive risks. Consequently a significant rethink about the way in which banks are governed is required.
JA Armour and L Enriques, 'Individual Investors' Access to Crowdinvesting: Two Regulatory Models' in D Cumming and L Hornuf (eds), The Economics of Crowdfunding: Startups, Portals and Investor Behavior (Palgrave Macmillan 2018)
Crowdinvesting--raising many small contributions of capital from individual funders via specialized online platforms--is a burgeoning phenomenon. This Chapter first highlights the perils to which individual investors are exposed when they access these platforms. Next, it describes the legal regime in two sample jurisdictions, the US with its tradition of high-fixed-cost, disclosure-intensive securities laws that had to be tweaked to make equity crowdfunding viable, and the UK, which has early on provided for a nimble set of rules for the same. Finally, the Chapter offers some thoughts on the merits of introducing a lighter regime for equity crowdfunding.
JA Armour, M Bengtzen and L Enriques, Investor Choice in Global Securities Markets (Columbia Law School 2018)
JA Armour, L Enriques, A Ezrachi and J Vella, 'Putting Technology to Good Use for Society: The Role of Corporate, Competition and Tax Law' (2018) 6(s1) Journal of the British Academy 285
This chapter explores how globalization has affected the operation of securities markets and the challenges this poses for their regulation. We review the current state of the law and practice of international securities transactions and services, with a view to identifying issues where further research may usefully inform the future design of U.S. securities regulation. In so doing, we offer a framework for understanding cross-border issues in securities regulation policymaking and consider some of the most salient phenomena debated by legal scholars and financial economists, and addressed by policymakers, in recent decades. We also zoom in, by way of contrast, on some issues on which other countries have taken a notably different regulatory approach from the U.S. Our focus, in keeping with the general orientation of the New Special Study ('NSS'), is on equity markets.
Innovation and its main output, technology, are changing the way we work, socialise, vote, and live. New technologies have improved our lives and made firms more productive, overall raising living standards across the world. Thanks to progress in information technology, the rate of change is accelerating. Disruption and disequilibrium are the new normal. In this essay, prepared as a chapter for the first phase of the British Academy 'The Future of the Corporation' initiative, we reflect upon the role that corporate, competition, and tax law can play both to facilitate innovation and simultaneously assuage emergent societal risks arising from new technologies. We consider means of enhancing investment in research and development ('R&D') and optimising corporate organisation. But we also reflect on the risks associated with innovation, such as the use of technology to exploit consumers, manipulate markets, or distort, unwittingly or not, the political process. Finally, we consider the way in which the environment for business law reform is subject to new political risks following the challenge to the liberal order from populism and the rising power of dominant technology companies.
JA Armour, C Mayer and A Polo, 'Regulatory Sanctions and Reputational Damage in Financial Markets' (2017) Journal of Financial and Quantitative Analysis 1429
DOI: doi:10.1017/S0022109017000461
We study the impact of the enforcement of financial regulation by the United Kingdom's regulatory authorities on the market price of penalized firms. Existing studies rely on analyses of multiple events that may distort the measurement of reputational losses. In the United Kingdom, the entire enforcement process involves only one public announcement and is accompanied by complete information on legal penalties. We find that reputational losses are nearly nine times the size of fines and are associated with misconduct harming customers or investors but not third parties.
JA Armour, H Fleischer, V Knapp and M Winner, 'Brexit and Corporate Citizenship' (2017) European Business Organization Law Review 225
The UK's recent vote for Brexit has sparked a fierce debate over the implications for the rights of EU citizens living in the UK and UK citizens living in the rest of the EU. So far, however, there has been relatively little discussion of the implications of Brexit for legal persons – that is, corporate citizens of the EU, which may also be profoundly affected by consequent changes. The ECJ's 1999 decision in Centros made clear that the freedom of establishment protects the entitlement of corporate persons formed in one EU Member State to carry on their business in another Member State. Since then, many entrepreneurs in continental European countries have chosen to form companies in the UK, while still carrying on their business in their home country. What will the consequences of Brexit be for such companies?
JA Armour, 'Brexit and Financial Services' (2017) 33 Oxford Review of Economic Policy S54
DOI: 10.1093/oxrep/grx014
Financial services constitute an important net export for the UK economy, for which the rest of the EU is the largest market. This paper considers the likely consequences of Brexit for this sector. A 'soft' Brexit, whereby the UK leaves the EU but remains in the single market, would be a lower-risk option for the City than other Brexit options, because it would enable financial services firms to continue to rely on regulatory passporting rights. Under a 'hard' Brexit scenario, where the UK leaves the single market, the UK might in principle be able to benefit from the EU's third country 'equivalence' frameworks for financial services, but these are cumbrous and incomplete alternatives to passporting. UK firms would find it considerably more costly to export to the EU. This would also be a loss to the EU27, because the UK specializes in capital markets services for which the EU, over-reliant on banking, recognizes a need. However, much of this 'UK' activity is provided by subsidiaries of US-headquartered groups. In the event of hard Brexit, these firms may be able to compete just as effectively from New York as from London. If soft Brexit proves politically impossible, it seems highly desirable that the UK push for a transition period of continued EU membership pending at the very least completion of equivalence determinations and, more usefully, the conclusion of a suitable bilateral agreement.
JA Armour and Horst Eidenmueller (eds), Negotiating Brexit (Beck/Hart 2017)
Brexit is on its way. By mid 2019, the UK will no longer be a member of the European Union and its new relationship with the EU will be have taken shape. Getting to that point will involve complex negotiations untangling legal, economic and political issues. This volume brings together leading commentators to examine three crucial questions on the risk, the negotiating framework and the process.
JA Armour, R Kraakman, PL Davies and L Enriques and others, The Anatomy of Corporate Law (3rd edn Oxford University Press 2017)
JA Armour, D Awrey, P Davies and L Enriques, Principles of Financial Regulation (Oxford University Press 2016)
The financial crisis of 2007-9 revealed serious failings in the regulation of financial institutions and markets, and prompted a fundamental reconsideration of the design of financial regulation. As the financial system has become ever-more complex and interconnected, the pace of evolution continues to accelerate. It is now clear that regulation must focus on the financial system as a whole, but this poses significant challenges for regulators. Principles of Financial Regulation describes how to address those challenges. Examining the subject from a holistic and multidisciplinary perspective, Principles of Financial Regulation considers the underlying policies and the objectives of regulation by drawing on economics, finance, and law methodologies. The volume examines regulation in a purposive and dynamic way by framing the book in terms of what the financial system does, rather than what financial regulation is. By analysing specific regulatory measures, the book provides readers to the opportunity to assess regulatory choices on specific policy issues and encourages critical reflection on the design of regulation.
JA Armour and BR Cheffins, 'Stock Market Prices and the Market for Corporate Control' (2016) University of Illinois Law Review 101
The manner in which hostile takeovers have historically been executed has just begun to receive serious academic attention. Similarly, while the literature on the accuracy and determinants of share prices is voluminous, there has been little systematic historical analysis of when and how modern standards of share price efficiency took shape. This Article addresses both subjects in depth to ascertain the extent to which developments in the market for corporate control may have been associated with, or facilitated by, developments in stock market efficiency. We identify potential linkages between hostile control transactions and stock market pricing and explore these linkages empirically with a new hand-collected dataset of control contests occurring between 1900 and 1965. We show that, while the evolution of acquiror tactics in control contests was plausibly linked in some circumstances to changes affecting the manner in which shares were priced, other factors have to be taken into account to explain how the market for corporate control developed over this period.
JA Armour, A Menezes, M Uttamchandani and K van Zwieten, 'How Do Creditor Rights Matter for Debt Finance? A Review of Empirical Evidence' in F Dahan (ed), Research Handbook on Secured Financing in Commercial Transactions (Edward Elgar 2015)
JA Armour, 'Making Bank Resolution Credible' in The Oxford Handbook of Financial Regulation (ed), E Ferran, N Moloney and J Payne (2015)
Financial difficulties at large financial institutions present governments and regulators with an unenviable dilemma. On the one hand, they are afraid to permit such a firm to enter 'ordinary' insolvency proceedings, lest this transmit financial shock to other, connected, institutions. Yet every voter can grasp the moral hazard problems and distributional inequity associated with government handouts for the financial sector. Consequently many jurisdictions have introduced, or are designing, 'special resolution' mechanisms for financial institutions. The first generation of such mechanisms were based on the US FDIC receivership regime. They focus on waiving property rights so as to effect a very rapid transfer of complex assets and short-term liabilities to a purchaser who will be able to stand behind those liabilities and thereby ensure stability. This model works well for small to medium sized domestic banks, but is insufficient to provide a credible alternative to bailouts for large, complex financial institutions. As a result, a series of new measures which we have termed 'second generation' resolution mechanisms have been developed. First, there has been a realization that the level of complexity is such that resolution ex post is impossible without careful planning by supervisors ex ante. Second, this planning process can be used not only to understand, but also to modify, the structure of complex financial institutions and their regulatory oversight so as to facilitate resolution should it be necessary. Third, the use of 'bail-in' or mandated debt to equity swaps provides a potentially very useful additional resolution tool when used in conjunction with such forward planning and oversight. Fourth, in the context of international financial institutions, coordination and allocation of responsibility amongst national regulators is an integral part of the planning process. The implications of this shift are clear. For the resolution of large complex financial institutions to be credible, it must be thought of as an integral part of the ongoing oversight of financial institutions by regulators, and not as simply a set of mechanisms that are kept for troubled times. Investment in regulatory capacity recruitment and training to build human capital in the regulatory sector is therefore crucial to ensuring the success of resolution.
JA Armour and D Awrey, Prioritizing the Implementation of International Financial Regulation (Commonwealth Secretariat Economic Papers 95 2015)
The global financial crisis of 200708 triggered a plethora of regulatory reforms under the auspices of international bodies such as the G20 and Financial Stability Board. Yet the implementation of these reforms remains a task for individual countries. This paper presents a risk-based framework for implementing international financial regulation within national economies, in particular in small states. It shows how these countries can navigate the standard setting processes used by the relevant international bodies. It includes case studies to illustrate how the framework can be integrated with standard setting processes to improve outcomes for small states.
JA Armour and JN Gordon, 'Systemic Harms and Shareholder Value' (2014) 6 Journal of Legal Analysis 37
The financial crisis has demonstrated serious flaws in the corporate governance of systemically important financial firms. In particular, the norm that managers should seek to maximize shareholder value, as measured by the stock price, proves to be a faulty guide for managerial action in systemically important firms. This is not only because the failure of such firms will have spillovers that defy the cost-internalization of the tort system, but also because these spillovers will harm their own majoritarian shareholders. The interests of diversified shareholders fundamentally diverge from the interests of managers and other controllers because the failure of a systemically important financial firm will produce losses throughout a diversified portfolio, not just own-firm losses. Among the consequences: the business judgment rule protection that makes sense for officers and directors of a non-financial firm leads to excessive risk-taking in a systemically important financial firm. To encourage appropriate modification of incentives, we propose officer and director liability rules as a complement to (and substitute for) the prescriptive rules that have emerged from the financial crisis.
JA Armour and BR Cheffins, 'The Origins of the Market for Corporate Control' (2014) University of Illinois Law Review 1835
This Article examines the origins of the market for corporate control in the United States. The standard historical narrative is that the market for corporate control took on its modern form in the mid-1950s with the emergence of the cash tender offer. Using handcollected data from newspaper reports, we show that there in fact were numerous instances during the opening decade of the twentieth century where a bidder sought to obtain voting control by purchasing shares on the stock market. Moreover, share-for-share exchange tender offers likely were used to make takeover bids as early as 1901 and cash tender offers can be traced back to at least the mid-1940s. We argue that the way in which cash tender offers came to dominate the market for control after World War II can be explained primarily by changes in the pattern of share ownership and reduced opportunities bidders had for managing the stock price of intended targets.
JA Armour, 'Companies and Other Associations' in Andrew Burrows (ed), English Private Law (Oxford University Press 2013)
Brian Cheffins, JA Armour and Bernard Black, 'Delaware Corporate Litigation and the Fragmentation of the Plaintiffs' Bar' (2012) Columbia Business Law Review 427
Since 2000, a growing proportion of lawsuits against directors of public companies incorporated in Delaware have been filed outside Delaware. There has also been a large increase in the likelihood of litigation challenging M&A transactions involving Delaware targets, and the likelihood that suits involving the same transaction will be filed both in Delaware and elsewhere. In this Article we explore one potential cause for these trendsintensified competition between plaintiffs law firms. We trace the development of the plaintiffs bar from the 1970s to the present and identify three changes that plausibly contributed to the out-of-Delaware trend and a higher litigation rate: (1) stronger competition among plaintiffs lawyers specializing in securities litigation also affected the corporate law side of the plaintiffs bar; (2) changes in how the Delaware courts selected lead counsel encouraged non-Delaware filing by firms who were unlikely to win lead counsel status in Delaware; (3) potential obstacles associated with launching a suit in a jurisdiction other than Delaware become less of a concern to the plaintiffs bar. This Article draws upon data and insights developed more fully in a related policy-oriented paper: Delawares Balancing Act, 87 Indiana Law Review 1345 ( 2012), and a related empirical paper (Is Delaware Losing its Cases, Journal of Empirical Legal Studies (forthcoming 2012)).
JA Armour, Bernard Black and Brian Cheffins, 'Delaware's Balancing Act' (2012) 87 Indiana Law Journal 1345
Delawares courts and well-developed case law are widely seen as integral elements of Delawares success in attracting incorporations. However, as we show using empirical evidence involving reported judicial decisions and filed cases concerning large mergers and acquisitions, leveraged buyouts, and options backdating, Delawares popularity as a venue for corporate litigation is under threat. Today, a majority of shareholder suits involving Delaware companies are being brought and decided elsewhere. We examine in this Article the implications of this out-of-Delaware trend, emphasizing a difficult balancing act that Delaware faces. If Delaware accommodates litigation too readily, companies, fearful of lawsuits, may incorporate elsewhere. But if plaintiffs attorneys find the Delaware courts unwelcoming, they can often file cases in other courts. Delaware could risk losing its status as the de facto national corporate law court, as well as the case flow that lets it provide the rich body of precedent that is part of Delawares overall corporate law brand. We assess how the Delaware courts and legislature, and Delaware companies, might respond to this threat to Delawares pre-eminence as the leading forum for corporate cases, as well as incorporations.
JA Armour, BS Black and BR Cheffins, 'Is Delaware Losing its Cases?' (2012) 9 Journal of Empirical Legal Studies 605
DOI: 10.1111/j.1740-1461.2012.01268.x
Delawares expert courts are seen as an integral part of the states success in attracting incorporation by public companies. However, the benefit that Delaware companies derive from this expertise depends on whether corporate lawsuits against Delaware companies are brought before the Delaware courts. We report evidence that these suits are increasingly brought outside Delaware. We investigate changes in where suits are brought using four hand-collected data sets capturing different types of suits: class action lawsuits filed in (1) large M&A and (2) leveraged buyout transactions over 19942010; (3) derivative suits alleging option backdating; and (4) cases against public company directors that generate one or more publicly available opinions between 1995 and 2009. We find a secular increase in litigation rates for all companies in large M&A transactions and for Delaware companies in LBO transactions. We also see trends toward (1) suits being filed outside Delaware in both large M&A and LBO transactions and in cases generating opinions; and (2) suits being filed both in Delaware and elsewhere in large M&A transactions. Overall, Delaware courts are losing market share in lawsuits, and Delaware companies are gaining lawsuits, often filed elsewhere. We find some evidence that the timing of specific Delaware court decisions that affect plaintiffs firms coincides with the movement of cases out of Delaware. Our evidence suggests that serious as well as nuisance cases are leaving Delaware. The trends we report potentially present a challenge to Delawares competitiveness in the market for incorporations.
JA Armour, Audrey Hsu and Adrian Walters, 'The Costs and Benefits of Secured Creditor Control in Bankruptcy: Evidence from the UK' (2012) 8 Review of Law and Economics 101
The theoretical literature debates whether debtors should be permitted to contract with lenders over control rights in bankruptcy. Proponents point to coordination benefits from concentrating control rights; detractors point to inter-creditor agency costs. A recent reform of UK bankruptcy law provides an opportunity to test these theories. Until 2003, UK bankruptcy law permitted firms to give complete ex post control to secured creditors, through a procedure known as receivership. A bankruptcy reform then required firms to use a different procedure, administration, which confers greater control on unsecured creditors. We present empirical findings from a hand-coded sample of 340 bankruptcies from both before and after the change in the law. Whilst gross realizations have increased following the change in the law, these have tended to be eaten up by increased bankruptcy costs. We infer that dispersed and concentrated creditor governance in bankruptcy may be functionally equivalent.
JA Armour and B.R. Cheffins, 'The Rise and Fall(?) of Shareholder Activism by Hedge Funds' (2012) Journal of Alternative Investments 17
Shareholder activism by hedge funds became a major corporate governance phenomenon in the United States in the 2000s. This article puts the trend into context by introducing a heuristic device referred to as the market for corporate influence to distinguish the ex ante-oriented offensive brand of activism hedge funds engage in from the ex post-oriented defensive activism carried out by mutual funds and pension funds. This article traces the rise of hedge fund activism and anticipates future developments, arguing in so doing that despite the blow the 2008 financial crisis dealt to hedge funds, their interventions will remain an important element of U.S. corporate governance going forward.
JA Armour, 'The Rise of the Pre-Pack: Corporate Restructuring in the UK and Proposals for Reform' in R.P. Austin and Fady J.G. Aoun (eds), Restructuring Companies in Troubled Times: Director and Creditor Perspectives (Ross Parsons Centre Sydney Law School 2012)
JA Armour, 'Abuse of European Insolvency Law? A Discussion' in R. De La Feira and S. Vogenauer (eds), Prohibition of Abuse of Law: A New General Principle of EU Law? (Hart Publishing 2011)
JA Armour and B.R. Cheffins, 'Origins of Offensive Shareholder Activism in the United States' in J.G.S. Koppell (ed), Origins of Shareholder Advocacy (Palgrave Macmillan 2011)
Offensive shareholder activism involves buying up sizeable stakes in underperforming companies and agitating for changes predicted to increase shareholder returns. Though hedge funds are currently highly publicized practitioners of this corporate governance tactic, there has been no analysis of the extent to which managers of U.S. public companies were faced with challenges of this nature during the first half of the 20th century. This paper correspondingly examines instances during this period where investors engaged in offensive shareholder activism, based on a hand collected dataset of proxy contests occurring between 1900 and 1949. Our findings indicate that offensive shareholder activism, while not commonplace, did occur and was considerably more prevalent in the 1930s and 1940s than in earlier decades. We explain our results by reference to a simple model of offensive shareholder activism and argue that the ebb and flow of takeover activity may have been the primary determinant of the trends we observe.
JA Armour, J. Jacobs and C. Milhaupt, 'The Evolution of Hostile Takeover Regimes in Developed and Emerging Markets: An Analytical Framework' (2011) 52 Harvard International Law Journal 219
n each of the three largest economies with dispersed ownership of public companiesthe United States, the United Kingdom, and Japanhostile takeovers emerged under a common set of circumstances. Yet the national regulatory responses to these new market developments diverged substantially. In the United States, the Delaware judiciary became the principal source and enforcer of rules on hostile takeovers. These rules give substantial discretion to target company boards in responding to unsolicited bids. In the United Kingdom, by contrast, a private body consisting of market professionals was formed to adopt and enforce the rules on hostile bids and defenses. In contrast to those of the United States, the U.K. rules give the shareholders primary decisionmaking authority in responding to hostile takeover attempts. The hostile takeover regime in Japan, which developed recently and is still evolving, combines substantive rules with elements drawn from both the United States (Delaware) and the United Kingdom, while adding distinctive elements, including an independent enforcement role for Japans stock exchange. This Article provides an analytical framework for business law development to explain the diversity in hostile takeover regimes in these three countries. The framework identifies a range of supply and demand dynamics that drives the evolution of business law in response to new market developments. It emphasizes the common role of subordinate lawmakers in filling the vacuum left by legislative inaction, and it highlights the prevalence of preemptive lawmaking to avoid legislation that may be contrary to the interests of important corporate governance players. Extrapolating from the analysis of developed economies, the framework also illuminates the current state and plausible future trajectory of hostile takeover regulation in the important emerging markets of China, India, and Brazil. A noteworthy pattern that the analysis reveals is the ostensible adoptionand adaptationof best practices for hostile takeover regulation derived from Delaware and the United Kingdom in ways that protect important interests within each emerging markets national corporate governance system.
B.R. Cheffins and JA Armour, 'The Past, Present and Future of Shareholder Activism by Hedge Funds' (2011) 37 Journal of Corporation Law 51
The forthright brand of shareholder activism hedge funds deploy emerged by the mid-2000s as a major corporate governance phenomenon. This Article explains the rise of hedge fund activism and offers predictions about future developments. The Article begins by distinguishing the offensive form of activism hedge funds engage in from defensive interventions mainstream institutional investors (e.g. pension funds or mutual funds) undertake. Variables influencing the prevalence of offensive shareholder activism are then identified using a heuristic device, the market for corporate influence. The rise of hedge funds as practitioners of offensive shareholder activism is traced by reference to the supply and demand sides of this market, with the basic chronology being that, while there were direct antecedents of hedge fund activists as far back as the 1980s, hedge funds did not move to the activism forefront until the 2000s. The Article brings matters up-to-date by discussing the impact of the recent financial crisis on hedge fund activism and draws upon the market for corporate influence heuristic to predict that activism by hedge funds is likely to remain an important element of corporate governance going forward.
JA Armour and W.-G. Ringe, 'European Corporate Law 1999-2010: Renaissance and Crisis' (2011) 48 Common Market Law Review 125
European corporate law has enjoyed a renaissance in the past decade. Fifteen years ago, this would have seemed most implausible. In the mid1990s, the early integration strategy of seeking to harmonize substantive company law seemed to have been stalled by the need to reconcile fundamental differences in approaches to corporate governance. Little was happening, and the grand vision of the early pioneers appeared more dream than ambition. Yet since then, a combination of adventurous decisions by the Court of Justice, innovative approaches to legislation by the Commission, and disastrous crises in capital markets has produced a headlong rush of reform activity. The volume and pace of change has been such that few have had time to digest it: not least policymakers, with the consequence that the developments have not always been well coordinated. The recent financial crisis has yet again thrown many quite fundamental issues into question. In this article, we offer an overview that puts the most significant developments of this decade into context, alongside each other and the changing patterns of corporate structure in European countries. Such developments cover, for instance, corporate mobility, corporate freedom of establishment, golden shares case law, as well as the Commissions Company Law Action Plan CLAP and Financial Services Action Plan FSAP. Harmonization of Member States company laws on the rules governing listed companies and the facilitation of cross-border restructuring are also examined.
JA Armour, S Deakin, V Mollica and M Siems, 'Law and Financial Development: What We are Learning from Time Series Evidence' (2010) Brigham Young University Law Review 1435
JA Armour, 'European Insolvency Proceedings and Party Choice: Comment' in L Gullifer, W-G Ringe and P Thery (eds), Current Issues in European Financial and Insolvency Law (Hart Publishing 2009)
JA Armour, S Deakin, P Lele and M Siems, 'How Do Legal Rules Evolve? Evidence from a Cross-Country Comparison of hareholder, Creditor and Worker Protection' (2009) 57 American Journal of Comparative Law 579
JA Armour and P Lele, 'Law, Finance and Politics: The Case of India' (2009) 43 Law and Society Review 491
The legal origins hypothesis is one of the most important and influential ideas to emerge in the social sciences in the past decade. However, the empirical base of the legal origins claim has always been contestable, as it largely consists of cross-sectional datasets, which provide evidence on the state of the law only at limited points in time. There is now a growing body of data derived from techniques for coding crossnational legal variation over time. This time-series evidence is reviewed here and is shown to cast new light on some of the central claims of legal origins theory. Legal origins are shown to be of little help in explaining trends in the law relating to shareholder protection, although the classification of legal systems into English-, French-, and German origin families has greater explanatory force in the context of creditor rights. The widely-held view that increases in shareholder rights foster financial development is not supported by time-series analyses. More generally, the new evidence casts doubt on the suggestion that legal origins operate as an exogenous force, independently shaping both the content of laws and economic outcomes. It is more plausible to see legal systems as evolving in parallel with changes in economic conditions and political structures at national level.
Much attention has been devoted in recent literature to the claim that a countrys legal origin may make a difference to its pattern of financial development and more generally to its economic growth path. Proponents of this view assert that the family within which a countrys legal system originated, be it common law, or one of the varieties of civil law, has a significant impact upon the quality of its legal protection of shareholders, which in turn impacts upon economic growth, through the channel of firms access to external finance. Complementary studies of creditors rights and labour regulation have buttressed the core claim that different legal families have different dynamic properties. Specifically, common law systems are thought to be better able to respond to the changing needs of a market economy than are civilian systems. This literature has, however, largely been based upon cross-sectional studies of the quality of corporate, insolvency and labour law at particular points in the late 1990s. In this paper, we report findings based on newly constructed indices which track legal change over time in the areas of shareholder, creditor and worker protection. The indices cover five systems for the period 1970-2005: three parent systems, the UK, France and Germany; the worlds most developed economy, the US; and its largest democracy, India. The results cast doubt on the legal origin hypothesis in so far as they show that civil law systems have seen substantial increases in shareholder protection over the period in question. The pattern of change differs depending on the area which is being examined, with the law on creditor and worker protection demonstrating more divergence and heterogeneity than that relationg to shareholders. The results for worker protection are more consistent with the legal origin claim than in the other two cases, but this overall result conceals significant diversity within the two legal families,' with different countries relying on different institutional mechanisms to regulate labour. Until the late 1980s the law of the five countries was diverging, but in the last 10-15 years there has been some convergence, particularly in relation to shareholder protection.
DOI: 10.1111/j.1540-5893.2009.00380.x
The process of liberalisation of India's economy since 1991 has brought with it considerable development both of its financial markets and the legal institutions which support these. An influential body of recent economic work asserts that a country's 'legal origin'-as a civilian or common law jurisdiction-plays an important part in determining the development of its investor protection regulations, and consequently its financial development. An alternative theory claims that the determinants of investor protection are political, rather than legal. We use the case of India to test these theories. We find little support for the idea that India's legal heritage as a common law country has been influential in speeding the path of regulatory reforms and financial development. There is a complementarity between (i) India's relative success in services and software, (ii) the relative strength of its financial markets for outside equity, as opposed to outside debt, and (iii) the relative success of stock market regulation, as opposed to reforms of creditor rights. We conclude that political explanations have more traction in explaining the case of India than do theories based on 'legal origins'.
JA Armour, BS Black, BR Cheffins and RC Nolan, 'Private Enforcement of Corporate Law: An Empirical Comparison of the UK and US' (2009) 6 Journal of Empirical Legal Studies 701
DOI: 10.1111/j.1740-1461.2009.01157.x
JA Armour, S Deakin, P Sarkar, M Siems and A Singh, 'Shareholder Protection and Stock Market Development: An Empirical Test of the Legal Origins Hypothesis' (2009) 6 Journal of Empirical Legal Studies 343
It is often assumed that strong securities markets require good legal protection of minority shareholders. This implies both good lawprincipally, corporate and securities lawand enforcement, yet there has been little empirical analysis of enforcement. We study private enforcement of corporate law in two common-law jurisdictions with highly developed stock markets, the United Kingdom and the United States, examining how often directors of publicly traded companies are sued, and the nature and outcomes of those suits. We find, based a comprehensive search for filings over 20042006, that lawsuits against directors of public companies alleging breach of duty are nearly nonexistent in the United Kingdom. The United States is more litigious, but we still find, based on a nationwide search of court decisions between 20002007, that only a small percentage of public companies face a lawsuit against directors alleging a breach of duty that is sufficiently contentious to result in a reported judicial opinion, and a substantial fraction of these cases are dismissed. We examine possible substitutes in the United Kingdom for formal private enforcement of corporate law and find some evidence of substitutes, especially for takeover litigation. Nonetheless, our results suggest that formal private enforcement of corporate law is less central to strong securities markets than might be anticipated.
DOI: 10.1111/j.1740-1461.2009.01146.x
Using a panel data set covering a range of developed and developing countries, we show that common-law systems were more protective of shareholder interests than civil-law ones in the period 19952005. However, civilian systems were catching up, suggesting that legal origin was not much of an obstacle to formal convergence in shareholder protection law. We find no evidence of a positive impact of these legal changes on stock market development. Possible explanations are that laws have been overly protective of shareholders and that transplanted laws have not worked well in contexts for which they were not suited.
JA Armour, R Kraakman, P Davies, L Enriques, H Hansmann, G Hertig and K Hopt, H Kanda, E Rock, The Anatomy of Corporate Law (Oxford University Press 2009)
JA Armour, 'What Has the Financial Crisis Taught Us About Insolvency Law?' in P Essers, G Raaijmakers, G van der Sangen, A Verdam and E Vermeulen (eds), Met Recht: Liber Amicorum for Theo Raaijmakers (2009)
JA Armour, 'Enforcement Strategies in UK Corporate Governance: A Roadmap and Empirical Assessment' in John Armour and Jennifer Payne (eds), Rationality in Company Law (Hart Publishing 2009)
Shares in publicly-quoted UK companies are, similarly to those in their US counterparts, dispersed amongst many holders. The central problem of corporate governance for UK listed firms is therefore rendering managers accountable to shareholders. This paper investigates the way in which the mechanisms used to control these managerial agency problems are enforced. It provides a roadmap of the enforcement strategies employed, and a first approximation of their empirical significance. The results suggest three stylised facts about the UK corporate governance system. First, shareholder lawsuits are conspicuous by their absence. Formal private enforcement plays little or no role in controlling managers. Secondly, and contrary to leading accounts in the economic literature, it is public, rather than private, enforcement which dominates in relation to listed companies. However, the lion's share of the interventions by the relevant agencies - the Takeover Panel, the Financial Reporting Review Panel, and the Financial Services Authority - is of an informal character, not resulting in any legal action. Suasion, rather than sanction, is the order of the day. Thirdly, a simple divide between public and private enforcement fails fully to take account of the role played by institutional investors in the UK, who have engaged systematically in informal private enforcement activity. Strong informal private enforcement has historically therefore been the flipside, in the UK, of weak formal private enforcement.
JA Armour and J. Payne (eds), Rationality in Company Law (Hart Publishing 2009)
JA Armour, 'The Law and Economics Debate About Secured Lending: Lessons for European Lawmaking?' (2008) 5 European Company and FInancial Law Review 3
JA Armour and D.J. Cumming, 'Bankruptcy Law and Entrepreneurship' (2008) 10 American Law and Economics Review 303
This collection of essays is a festschrift to honour Professor Dan Prentice who retired in 2008 from the Allen & Overy Professorship of Company Law in the University of Oxford. Dan Prentice has been deeply involved in corporate law from all perspectives: as a scholar, teacher, law reformer and practising member of Erskine Chambers. His interests have covered the full range of corporate law, finance and insolvency. The occasion of his retirement from his Professorship has afforded a number of leading corporate law experts from around the world, many of whom are his former students and colleagues, an opportunity to address some of the most important issues in corporate law today, in his honour. Corporate law has always been a fast-moving area, but the present pace of change seems quicker than ever. The Companies Act 2006, by some way the longest piece of legislation ever passed by the UK Parliament, is reshaping the landscape of domestic company law. At the same time, legislative and judicial developments at the European level in corporate and securities law are of unprecedented importance for corporate lawyers based in the UK. This outstanding series of papers addresses a number of the most important issues currently facing the subject, including the impact of the new Companies Act on directors' duties, shareholder litigation and capital maintenance; aspects of insolvency and banking regulation, the Capital Requirements Directive, and a new Convention on Intermediated securities. It will be essential reading for all those interested in the field.
This review paper is a contribution to a symposium on the 'Future of Secured Credit in Europe'. Its theme is the way in which empirical research has shed light on earlier theoretical literature. These findings tend to suggest that the legal institution of secured credit is, on the whole, socially beneficial, and that such benefits are likely to outweigh any associated social costs. Having made this general claim, the paper then turns to consider the effects of four particular dimensions across which systems of secured credit may differ, and which may therefore be of interest to European law-makers. These are: (i) the scope of permissible collateral; (ii) the efficacy of enforcement; (iii) the priority treatment of secured creditors; and (iv) the mechanisms employed to assist third parties in discovering that security has been granted. In each case, consideration is paid first to the theoretical position, and then empirical findings. It is argued that perhaps the most difficult of these issues for European law-makers concerns the appropriate design of publicity mechanisms for third parties.
DOI: 10.1093/aler/ahn008
Recent initiatives in a number of countries have sought to promote entrepreneurship through relaxing the legal consequences of personal bankruptcy. Whilst there is an intuitive link, relatively little attention has been paid to the question empirically, particularly in the international context. We investigate the relationship between bankruptcy laws and entrepreneurship using data on self-employment over 16 years (19902005) and fifteen countries in Europe and North America. We compile new indices reflecting how "forgiving" personal bankruptcy laws are. These measures vary over time and across the countries studied. We show that bankruptcy law has a statistically and economically significant effect on self-employment rates when controlling for GDP growth, MSCI stock returns, and a variety of other legal and economic factors.
JA Armour, 'Codification and UK Company Law' in Association du Bicentenaire du Code du Commerce (ed), Bicentenaire du Code de Commerce 1807-2007: Les Actes des Colloques (Dalloz 2008)
JA Armour, A. Hsu and A.J. Walters, 'Corporate Insolvency in the United Kingdom: the Impact of the Enterprise Act 2002' (2008) 5 European Company and Financial Law Review 135
With effect from September 15, 2003, the Enterprise Act made significant changes to the governance of corporate rescue procedures in the United Kingdom which involved a shift away from a "concentrated creditor" model of governance towards a "dispersed creditor" model of governance which vests greater control rights in unsecured creditors collectively. These changes were motivated by fairness and efficiency concerns, notably the concern that the UK's administrative receivership procedure was not conducive to rescue outcomes and operated to the detriment of unsecured creditors. This article discusses the Enterprise Act reforms in the context of wider theoretical debates about the desirability (or otherwise) of secured creditor control of corporate rescue procedures. It then presents in summary form the findings of an empirical study carried out by the authors that sought to evaluate the impact of the Act by comparing the gross realizations, costs and net returns to creditors in a sample of 284 corporate insolvencies commenced before and after the law changed. Whilst we find that gross realizations have increased under the streamlined administration procedure, we also find that costs have increased. These findings imply that secured creditor control of the insolvency procedure (as in receivership) may be no worse for unsecured creditors than control by dispersed unsecured creditors (as in administrations) at least as regards returns.


text:
U.S. Cellular is the latest carrier to announce plans for the Android 4.1 Jelly Bean update on the Galaxy S III.
The software update for the Samsung Galaxy S III will be available from Friday, December 21 where it will be offered in an over-the-air and USB manner. Starting Friday, those with the U.S. Cellular smartphone can visit http://www.uscellular.com/
Additional details can be found on Samsung's website.

subset: commoncrawl


text:
pam update causes cron to stop working with "Module is unknown" error
|Assigned to
|pam (Ubuntu)
|Marc Deslauriers
Bug Description
Upgrading libpam-modules from 1.1.1-4ubuntu1 to 1.1.1-4ubuntu2.2, cron stopped working, just gives a log message "Module is unknown". This happened during unattended-upgrades this night, so there might be a lot of people who didn't realize that yet.
Downgrading to 1.1.1-4ubuntu1 fixes this.
Ubuntu 10.10 amd64, almost vanilla, fresh, minimum install + java (ppa) + postgresql9 (ppa).
|sun (uwe-dormann) wrote :
I get the same message on 10.04 (Lucid) after running apt-get upgrade today. It pulled
bind9 bind9-host bind9utils dnsutils libbind9-60 libdns64 libisc60 libisccc60 libisccfg60 liblwres60 libpam-cracklib libpam-modules libpam-runtime libpam0g linux-libc-dev
The "Module is unknown" error starts to show up the minute the update has been completed.
|Oliver (oliver341) wrote :
Same here. Also get this in auth.log:
May 31 10:26:01 server CRON[18212]: PAM unable to dlopen(
May 31 10:26:01 server CRON[18212]: PAM adding faulty module: /lib/security/
May 31 10:26:01 server CRON[18212]: pam_unix(
|sun (uwe-dormann) wrote :
For the moment I performed:
apt-cache policy libpam-modules
which provided data about which old versions are available on my system.
So that I could run
apt-get install libpam-
rolling back from 1.1.1-2ubuntu5.2 to 1.1.1-2ubuntu2
in my case on the Lucid System.
|Marc Deslauriers (mdeslaur) wrote :
Simply restarting the cron daemon should be sufficient.
I am preparing updated pam packages to fix this issue.
|Changed in pam (Ubuntu):
|New → Confirmed
|nobody → Marc Deslauriers (mdeslaur)
|Undecided → High
|Darren Worrall (dazworrall) wrote :
Just to confirm that restarting cron was enough for us as well, affects at least 10.04 and 10.10.
|Oliver (oliver341) wrote :
Restarting cron solved the issue for me too (10.04).
|Patric (patric-bechtel) wrote :
Yup. That does the trick. Thanks a lot.
|orange (launchpad-net-orange-tree) wrote :
This hit us too on 10.04.2 . restarting cron seems to have fixed things...
|Hark (ubuntu-komkommerkom) wrote :
Restarting the cron daemon also worked for me. By the way I also had to restart atd where I use it.
This must be one of the worst bugs in years on a LTS version. Just imagine how many backup scripts won't run due to this bug. And it won't be fixed automatically as the unattended-upgrades won't be started as well...
|Martin (martin00) wrote :
Again a bug that shouldn't happen. I had very bad bugs with apparmor and kvm and now this. I'm very sad about the quality of ubuntu and I'm now thinking to switch back to Debian (60 machines).
|Changed in pam (Ubuntu):
|High → Critical
|Colin Watson (cjwatson) wrote :
I have removed the affected versions from {hardy,
- cron gives "Module is unknown" in syslog, stops working
+ pam update causes cron to stop working with "Module is unknown" error
|Richard Whitehouse (richardwhiuk) wrote :
Issued occurred upgrading to 1.1.1-2ubuntu5.2 on lucid. Restarting cron solves the problem.
Colin, that seems like a horrible solution - you now have everybody's apt claiming they need to get a package that 404s, causing apt-get upgrade to fail. I understand a buggy package was released, but once that has been done, you can't just remove the package itself (while leaving reference to it as "here's the latest version of libpam")...
if a fixed version isn't quickly on the way, if nothing else you should release 1.1.1-2ubuntu2 as 1.1.1-2ubuntu5.3 or whatever, so that people who have already installed 1.1.1-2ubuntu5.2 can upgrade to a working version, and people with 1.1.1-2ubuntu2 aren't prompted to install 1.1.1-2ubuntu5.2 that doesn't exist...
i'll add the caveat that i'm not intimately familiar with the release process for ubuntu, but it seems that once a release is publicly accessible, you can't just rollback - you have to move forward to keep in line with every possible "path" (in this case, people who already installed the buggy 1.1.1-2ubuntu5.2 and people with 1.1.1-2ubuntu2 who are now being prompted to upgrade to 1.1.1-2ubuntu5.2).
|Marc Deslauriers (mdeslaur) wrote :
Fixed pam packages are being prepared, will go through QA, and will be released in the next few hours.
|Cliffm (c2mcatee) wrote :
Natty update manager says 'Failed to download package files' 'check Internet connection'
these are the details
Failed to fetch http://
Failed to fetch http://
Failed to fetch http://
Failed to fetch http://
|Chris Siebenmann (cks) wrote :
This PAM issue also affects xdm, which no longer allows people to log in
(it syslogs the same error message). This has caused us serious problems
on our multiuser login servers, because of course we cannot simply
reboot the machines and restarting xdm has the pleasant side effect of
instantly logging off all xdm-based users.
It has probably broken other daemons as well, some of them depending
on details of their configuration.
|Marc Deslauriers (mdeslaur) wrote :
@Chris: in your situation, downgrading the package to the previous version should work around the issue until we publish updated pam packages.
|Colin Watson (cjwatson) wrote :
Vijay: we've gone over this at enormous length in the past, and settled on this as standard process for sufficiently bad problems, on the grounds that even though it does cause 404s it's better than the breakage.
|Colin Watson (cjwatson) wrote :
Vijay: and obviously this is only a temporary solution until a proper fix is published, which indeed will go forward in version numbers.
|Chris Siebenmann (cks) wrote :
@Marc: the previous libpam version (1.1.1-2ubuntu5 for 10.04 LTS)
doesn't seem to be available any more, or at least 'apt-get' can't
find it, which makes downgrading hard. We would have to roll all the
way back to 1.1.1-2ubuntu2 ... which is missing a root escalation CVE
(CVE-2010-0832, root priv escalation via symlink following). This is
not something we are in a position to do on multiuser systems.
(Nor is it in /var/cache/
I am trying 'apt-get -u install "libpam-
Possibly this is the wrong thing.
|Colin Watson (cjwatson) wrote :
Chris: If necessary, previous versions can always be downloaded manually from Launchpad: https:/
|Kate Stewart (kate.stewart) wrote :
Adding in the set of affected series, for tracking purposes.
|Changed in pam (Ubuntu Hardy):
|New → Confirmed
|Changed in pam (Ubuntu Lucid):
|New → Confirmed
|Changed in pam (Ubuntu Maverick):
|New → Confirmed
|Changed in pam (Ubuntu Natty):
|New → Confirmed
|Changed in pam (Ubuntu Hardy):
|Undecided → Critical
|Changed in pam (Ubuntu Lucid):
|Undecided → Critical
|Changed in pam (Ubuntu Maverick):
|Undecided → Critical
|Changed in pam (Ubuntu Natty):
|Undecided → Critical
|Paul Boven (p-boven) wrote :
Just for the record: pulling the pam packages like this completely breaks the network-based install I'm doing from an official Ubuntu mirror, because of the 404-errors.
|Launchpad Janitor (janitor) wrote :
This bug was fixed in the package pam - 1.1.2-2ubuntu8.3
pam (1.1.2-2ubuntu8.3) natty-security; urgency=low
- debian/
ABI and prevent daemons from needing to be restarted. (LP: #790538)
- debian/
-- Marc Deslauriers <email address hidden> Tue, 31 May 2011 05:48:25 -0400
|Launchpad Janitor (janitor) wrote :
This bug was fixed in the package pam - 1.1.1-4ubuntu2.3
pam (1.1.1-4ubuntu2.3) maverick-security; urgency=low
- debian/
ABI and prevent daemons from needing to be restarted. (LP: #790538)
- debian/
-- Marc Deslauriers <email address hidden> Tue, 31 May 2011 06:48:32 -0400
|Launchpad Janitor (janitor) wrote :
This bug was fixed in the package pam - 1.1.1-2ubuntu5.3
pam (1.1.1-2ubuntu5.3) lucid-security; urgency=low
- debian/
ABI and prevent daemons from needing to be restarted. (LP: #790538)
- debian/
-- Marc Deslauriers <email address hidden> Tue, 31 May 2011 07:07:44 -0400
|Launchpad Janitor (janitor) wrote :
This bug was fixed in the package pam - 0.99.7.1-5ubuntu6.4
pam (0.99.7.
- debian/
ABI and prevent daemons from needing to be restarted. (LP: #790538)
- debian/
-- Marc Deslauriers <email address hidden> Tue, 31 May 2011 07:32:03 -0400
|Changed in pam (Ubuntu Hardy):
|Confirmed → Fix Released
|Changed in pam (Ubuntu Lucid):
|Confirmed → Fix Released
|Changed in pam (Ubuntu Maverick):
|Confirmed → Fix Released
|Changed in pam (Ubuntu Natty):
|Confirmed → Fix Released
|Colin Watson (cjwatson) wrote :
Paul: understood, and we knew it was a trade-off. It will be fixed very soon.
|Changed in pam (Ubuntu):
|Confirmed → Fix Released
|Michael Hanson (mhanson) wrote :
@Marc: Thanks. All is well. People need to RELAX. S*#@ happens sometimes and for this to pop up and be fixed so quickly is brilliant work from the Ubuntu maintainers. Its a bit juvenile to expect perfection when it exists nowhere else and especially because no one here paid for for Ubuntu.
Thanks again for all the hard work.
|Jacob Winski (winski) wrote :
I can confirm the bug.
I can confirm that restarting cron works.
I can confirm that after applying the newest pam related packages updated 19 minutes ago cron is working as expected.
Not the best confirmation since I restarted cron prior to applying the fix, but there you go.
Thank you everyone for fixing the problem so quickly!
|Chris Siebenmann (cks) wrote :
We have an Ubuntu 10.04 machine with the original update applied where
xdm had not been restarted and was thus rejecting login attempts.
I can confirm that applying the just-released PAM update made xdm
accept logins again. The update also did not break cron, which had been
restarted and so was using all of the updated PAM stuff.
|Gabriel Galibourg (ggali66) wrote :
For those who haven't restarted cron:
As expected, since cron is dead, unattended-upgrade does not start thus fix is not being installed automatically.
apt-get update + upgrade does work and cron does not need a restart.
But it still means a manual intervention to fix the problem, great ... not :-(
May I dare suggest an improvement in QA so that bugs like this don't filter out again.
Thanks to the team for quickly resolving the issue.
|Steve Sutton (sutton) wrote :
update + upgrade works (i.e. fixed cron) on 10.04 server LTS, on a cron that had been broken, but NOT manually restarted.
|yakupm (lvu486c02) wrote :
I agree with Mike - relax and appreciate the fact that the solution was quickly found and made available.
|Peter Odding (peterodding) wrote :
I appreciate that the problem has already been solved (I'm glad) but am still considering whether to nominate this as the biggest fuck-up since the Debian SSH/SSL key fiasco. If this truly affects every server Ubuntu install out there using unattended upgrades (it affected my three servers running Ubuntu 10.04 with unattended upgrades), this bug just broke thousands of backup cron jobs all over the world and the worst thing is it requires manual intervention from a sysadmin to get it going again :-S.
|ichudov (igor-chudov) wrote : Re: [Bug 790538] Re: pam update causes cron to stop working with "Module is unknown" error
On Wed, Jun 01, 2011 at 05:11:15PM -0000, Peter Odding wrote:
> I appreciate that the problem has already been solved (I'm glad) but am
> still considering whether to nominate this as the biggest fuck-up since
> the Debian SSH/SSL key fiasco.
This is a bigger fuq-up than the SSH key fiasco. The SSH key fiasco
did not actually break anything, and it also had nothing to do with
Ubuntu, as such.
> If this truly affects every server Ubuntu install out there using
> unattended upgrades (it affected my three servers running Ubuntu
> 10.04 with unattended upgrades), this bug just broke thousands of
> backup cron jobs all over the world and the worst thing is it
> requires manual intervention from a sysadmin to get it going again
It it worse than you are describing. Many servers, mine included, run
everything, application-wise, from cron jobs.
I personally run five distinct categories of things:
1) My application stuff that makes money for me
2) System updates
3) Reboots
4) Backups
5) Problem detection and notification
from cron jobs. When cron stopped working, my apps would not run, the
automatic updates stopped, reboots stopped, and my notification system
stopped as well. So, problems that are self repairing normally, would
not self repair.
What this means is that not only my stuff stopped working, but also
self repair stopped, and I did not know about this problem since my
notification and problem detection system ceased to work, as well.
IOW, I was completely and totally screwed.
The only thing where I lucked out, is that my main webserver that
serves algebra.com, only does system updates on Sundays. If that one
went down, I would have lost hundreds of $$$.
I am aware that "stuff happens", and I appreciate a quick fix, but
this was a truly momentous error.
|Peter Odding (peterodding) wrote :
@ubuntu devs: Since this has the potential to break lots servers in various nasty ways it might (?) be wise to post a heads up to a mailing list that's (hopefully) followed by lots of sysadmins like ubuntu-
PS. If such a message has already been sent but I didn't see it because I'm only following ubuntu-
|Oliver (oliver-assarbad) wrote :
Thanks for the fix. Much appreciated! :)
I noticed it because for some of my machines (I run Ubuntu 10.04, 11.04 and Debian 6) stopped sending logcheck reports. Only had the time to look into it today, though. It wasn't as critical for me, though some of the backups that landed on the staging area of the server that shovels them off-site is now a bit more filled than usual ;)
Thanks again.
|Jamie Strandboge (jdstrand) wrote :
I would like to briefly follow up to let people know that regressions are treated very seriously in Ubuntu. Regressions are closely examined to identify areas of improvement going forward, and as such, we have created a public incident report in:
Full details can be seen in that report, but here is a quick summary of what happened after the regression was found:
* mirroring was stopped
* the regressed packages were removed from the Ubuntu archive
* the cause of the regression was identified and updates prepared
* the fixed packages were built and verified to correct the issue and then were published to the archive
* once it was established that mirroring could be safely re-enabled, it was
* an email was sent to ubuntu-
* the Ubuntu website was updated (http://
We are still conducting a post-mortem of the incident and identifying areas of improvement so this does not happen again. One improvement that has already been made is we have adjusted our pam test scripts to catch this problem in the future.
We apologize for the inconvenience.
|Mike (mike-n) wrote :
Anyone doing unattended upgrades in production opens themselves up to this sort of risk. Sure it was a screwup by Ubuntu, but would have been easily resolved if you'd done upgrades in a scheduled maintenance window. All aboard thye failboat.
|Chris Siebenmann (cks) wrote :
Not all aspects of this PAM failure can be fixed easily, since daemons
other than cron were also affected. Cron can be restarted without user
impact, but something like xdm cannot be.
(Since we got hurt by the xdm issue, not by the cron issue, I am
rather sensitive about this.)
I personally think that we were quite lucky that the Ubuntu sshd was not
affected by this, although it uses PAM. (I am not sure why it was unaffected,
since sshd has libpam loaded and requires pam_env.so in a normal Ubuntu
I also hope that Ubuntu will conduct a real root cause analysis on this.
'Cron locked up after a PAM upgrade' is only the surface problem and
addressing and detecting just it would be only addressing the most
obvious symptom of the real problem. The real problem was 'a PAM
update was not ABI compatible'; the broken processes were simply
a symptom of this. I would like Ubuntu to change things so that they
detect this if it happens again, not merely instances of the root
cause where cron helpfully locks up.
Jamie - thanks for the report - and thanks for the great product, and thanks to all who take the heat when this happens - really appreciated.
|KAMI (kami911) wrote :
Update applied, seems okay.
|Cam Hutchison (camh) wrote :
Chris - sshd kept working because it re-execs itself when doing auth. This means it got the new libpam.so and was able to dlopen pam_env.so without the symbol version mismatch.
|Morten Kjeldgaard (mok0) wrote :
Any system has its weak spots. This incident is an illustration that cron is such a weak spot and breakage can be devastating, and as Chris wrote in #41, it is lucky that sshd did not break, or things would have been a lot worse.
Offhand, I see two possible solutions:
* cron should be built with it's own PAM security system, not relying on other system components
* a backup system could register if cron is not running, and take appropriate action, maintaining vital tasks until cron is working again.
|Tomofumi (tomofumi) wrote :
Apart from crond, anacron seems had been hanged since may31 too, there is an apt defunct process there, what should i do or is it require to reboot?
root 22114 1 0 May31 ? 00:00:00 /bin/sh -c test -x /usr/sbin/anacron || ( cd / && run-parts --report /etc/cron.daily )
root 22115 22114 0 May31 ? 00:00:00 run-parts --report /etc/cron.daily
root 22118 22115 0 May31 ? 00:00:00 [apt] <defunct>
|Marc Deslauriers (mdeslaur) wrote :
I'm not sure why those jobs would have hung. I would kill them and restart the anacron daemon.
|Simon John (sej7278) wrote :
this seems to have reared its head again on ubuntu 8.04 (and gentoo!) as part of an update on 11/june


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IVF Treatment Landscape in the UAE Explored by Kuick Research in New Market Study Now Available at MarketPublishers.com
29 Oct 2014 • by Natalie Aster
LONDON – The UAE is projected to turn into the IVF market meeting all international expectations and standards in regard to quality health services provided without any discrimination. The nation has a potential to evolve into a hub for promoting medical and health tourism considering the latest changes introduced by healthcare facilities and the government, which comply with international standards and well-qualified doctors that are eager to serve here.
The UAE meets all the key requirements to establish a top-level IVF laboratory. The country is a cosmopolitan nation housing people from the globe's every corner without discriminating against anybody. The outlook for giving and also getting treatment from expatriates is quite outgoing. Ethical topics are stringent to ensure that no malpractices are followed. Regulations have been so drafted to ensure that the welfare of patients is safeguarded and overpricing can be prevented.
New research report "UAE IVF Treatment Market Outlook 2018" drawn up by Kuick Research provides a comprehensive analysis of the UAE IVF treatment universe.
It gives a detailed overview of the current market scenario, evaluates the potential of the IVF treatment market, looks at treatment cycles and birth rate, reviews fertility treatment loan facility, sheds light on the demand for reproductive medicine and IVF lab equipment. It also provides granular information on the regulatory framework for fertility centers, as well as canvasses medical liability regulations for healthcare practitioners. The competitive landscape is investigated too, including a discussion of the major IVF clinics such as Dubai Gynecology and Fertility Centre, New Life Medical Centre, Bourn Hall Clinic, New Life Medical Centre, Fakih IVF, and The British Clinic.
Report Details:
UAE IVF Treatment Market Outlook 2018
Published: October, 2014
Pages: 70
Price: US$ 900.00
Other New Market Reports by Kuick Research:
- Global Gene Therapy Market & Pipeline Insight
- Global Cancer Kinase Inhibitors Market & Pipeline Insight
- Europe Biosimilars Market & Pipeline Insight
- Global Cancer Monoclonal Antibodies Market & Pipeline Insight
- Ebola Virus Vaccine Market & Pipeline Insight
More new market studies by the publisher can be found at Kuick Research page.
The Market Publishers, Ltd.
Natalie Aster
Tel: +44 208 144 6009
Fax: +44 207 900 3970
[email protected]


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SILVER DREAM (ex SLIPSTREAM) is the first composite motoryacht to be designed by Dubois. Built by Warren Yachts of New South Wales, Australia, she is 43m of modern concept in terms of both her design and construction. With her black hull and silver superstructure she is a head turner and DNA is particularly proud of her because she represents all that the design company stands for:- advanced and thoroughly seaworthy naval architecture, an original but practical approach to space planning, good sight lines and a sleek, eye catching exterior design. The interior, designed by Sam Sorgiovanni, combined with exceptional craftsmanship, creates a very special atmosphere in which to relax.
73 St James's Street
United Kingdom


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Google has launched its answer to Twitter's trending topics, called What's Hot, for Google+.
As described the video above, What's Hot collects the most popular publicly shared items from across Google+. The feature sits on the left-hand side of users' Google+ streams.
Google also launched a very cool infographic for each public post, called Ripples, meaning you can see how your post spread like wildfire across the fledgling social network. Reports that this feature was inspired by this dissident Googler's accidental misfire are as yet unconfirmed.
Google+ users – yes, there is more than 40 million of you – can also edit their uploaded photographs as part of the new features rolled out across the service on Thursday. And hello, crusty Google Apps users, you can now join Google+ too. This could lead to the video element Hangout - shared video chats - becoming used inside enterprises which have got Google Apps. (It's also something that Google Apps users have been champing at the bit to get.)
What's Hot might just be the biggest update to Google+ yet. It promises to change the social network from a rather formal, bare, insipid place, into a more vibrant, live information-sharing environment – like Twitter, but with more words.
Vic Gundotra, Google's senior vice president of engineering, alluded to Google+'s need to expand in his post on the company's blog: "Google+ users share and receive billions of items every day—on a wide range of topics, in nearly every country. Circles give you a personal lens on all this activity, helping you focus on updates from your family or your favourite celebrities," he said.
"But sometimes you want to know what the world is so excited about. Whether it's breaking news or beautiful photos, you just don't want to miss anything. With this in mind, we're launching 'What's Hot' on Google+, a new place to visit for interesting and unexpected content."


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I love eating grilled pizzas. The crust has that certain crispiness and char that oven baking just can't replicate. As much as I have read about how easy grilled pizza is to make, I must admit I have always been intimidated by the process. The idea of having to maneuver dough on to hot grill grates as it is sticking to your fingers while (what feels like) searing heat singes your forearms always scared me off. Ask me to do the same thing over a hot skillet on the stovetop and I wouldn't even bat an eyelash. But direct heat sends me running. So, I can't tell you how happy I am to have found a solution to this problem. Considering I only learned to light our gas grill a couple of weeks ago to make this recipe, I can truthfully say that even a grilling novice can handle this process.
The idea is to pre-cook the pizza crusts in a skillet first. It is much easier to roll out the crust and transfer it to a skillet when you are indoors working in your kitchen. Once you pre-cook the crusts, you can store them in the refrigerator for several days. Then when you are ready for some hot-off-the-grill pizza, just top the crusts with your toppings of choice and pop the pizzas on the grill for a minute or two. The pre-cooked crusts transfer to the grill effortlessly with a spatula. If you are planning a make-your-own-pizza party, double or triple the dough recipe as necessary and have several crusts ready for topping. Since the pizzas need only a short time on the grill, no one has to wait very long to enjoy their creation.
Of course, you can get very creative with the toppings. Since I wanted to focus on sharing this recipe for the dough and this technique for grilling pizzas, I decided to keep the toppings for this pizza very simple. It is Margherita inspired with 2 kinds of cheese topped with fresh tomatoes and basil. These super cute San Marzano plum tomatoes I found at the store were perfect. We also like the combination of asiago, mozzarella, caramelized onions, and prosciutto.
I wish I could show you how beautifully grilled these pizzas are on the underside. There are perfect grill lines and everything. Remember, I only started grilling a few weeks ago so perfect grill lines make me really happy. They were absolutely gorgeous – and mighty tasty too!
Grilled Pizza
- Prep Time: 3 hours 30 minutes
- Cook Time: 15 minutes
- Total Time: 3 hours 45 minutes
- Yield: 4 servings 1x
For the pizza dough
- ¾ cup warm water (about 120 degrees)
- 1 packet (2 ¼ teaspoons) active dry yeast
- ½ teaspoon sugar
- 1 ½ cups unbleached all-purpose flour
- ¼ cup whole wheat flour
- 1 teaspoon kosher salt
- 2 tablespoons cornmeal
- 2 tablespoons extra virgin olive oil, plus 1 teaspoon for the bowl
For cooking the pizza crusts
- Flour for rolling out the dough
- Olive oil for coating the pan
For baking the pizzas
- Asiago cheese
- Fresh mozzarella, water drained and thinly sliced
- Diced plum tomatoes
- Fresh basil, cut into thin strips
For the pizza dough
- In a glass measuring cup, add water, yeast and sugar. Stir until the yeast is dissolved. Let sit for 5 minutes. A thin layer of foam should appear on the top indicating the yeast is active. If a thin layer of foam does not appear then throw out the mixture and start again. Check that your water is not too hot or cold and that your yeast is not expired.
- In the bowl of a stand mixer fitted with a dough hook, whisk the all-purpose flour, whole wheat flour, salt and cornmeal together. Add the yeast mixture and 2 tablespoons olive oil. Mix 2-3 minutes on low speed using the dough hook until the mixture comes together.
- Spread the remaining teaspoon of olive oil in a thin layer on the inside of a large bowl. Gather the pizza dough into a ball and place it in the oiled bowl. Turn the dough around so that it gets coated with the oil. Cover the dough with plastic wrap and let sit in a warm place until it doubles in size, about 2 hours.
- After the rising time, move the bowl of dough to the refrigerator to chill for at least 1 hour (or overnight if possible) to firm up the dough and to enhance the flavor. This will also make it easier to roll out.
Cooking the pizza crusts
- Take the chilled dough out of the refrigerator and punch it down. Divide the dough into four equal parts and shape each part into a ball.
- Work with one ball of dough at a time. On a lightly floured surface, use a rolling pin to roll dough into an 8-inch flat circle. Heat a cast iron skillet over medium heat until hot. Brush olive oil on inside of the pan then gently transfer the rolled out dough to the hot pan. Cook for 1-2 minutes or until the underside is lightly browned. Brush olive oil on the top of the crust then flip the crust over in the pan. Cook until the second side is lightly browned. Repeat with the remaining balls of dough.
- At this point, you can proceed to the next step of making your pizza or you can allow the crusts to cool on a plate or wire rack. Then wrap the crusts in plastic and store in the refrigerator for 4-5 days. Bring the crusts to room temperature if they have been chilled.
For baking the pizzas
- Preheat grill to high heat.
- Brush olive oil on both sides of each pizza crust.
- Top each pizza with freshly grated asiago cheese and slices of fresh mozzarella.
- Using a spatula, transfer the pizzas to the grill placing them directly on the hot grates. Close lid and cook for 1-2 minutes until cheese is melted and underside of crust in nicely browned. Remove pizzas from grill and top with tomatoes and basil. Cut each pizza into quarters and serve.
Recipe for pizza dough and cooking technique from Grilled Pizzas and Piadinas cookbook.


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The more clear it becomes that Susan Rice, the United Nations Ambassador, did not knowingly deceive the American public about the Benghazi consulate attack, the more Republicans accuse her of having done so. Most recently, 97 members of the House wrote to President Obama opposing her possible nomination as secretary of state since she had "propagated a falsehood."
Senators John McCain and Lindsey Graham have been banging this drum since the election. Mr. McCain and Mr. Graham are threatening a filibuster if Mr. Obama nominates Ms. Rice when Secretary of State Hillary Clinton steps down.
The G.O.P. complaint is that on Sunday talk shows after the attack, Ms. Rice said that "extremist elements" had taken advantage of a spontaneous protest against an anti-Muslim video. That version of events
fell out of favor (although Times reporting indicates it may actually have been pretty accurate)
after everyone in Washington settled on the idea that Al Qaeda was responsible.
David Petraeus, the former head of the Central Intelligence Agency, told a closed hearing of the Senate Intelligence Committee last week that the C.I.A. believed from the get-go that Al Qaeda affiliates were behind the attack. But the Office of the Director of National Intelligence cut specific references to Al Qaeda and to terrorism from the unclassified talking points given to Ms. Rice, with the agreement of the C.I.A. and the F.B.I.
According to CBS, "the links to al Qaeda were deemed too 'tenuous' to make public." An official told CBS that there were "legitimate intelligence and legal issues to consider, as is almost always the case when explaining classified assessments publicly."
I find the "tenuous" explanation a bit tenuous, but what does D.N.I.'s call have to do with whether Ms. Rice should be secretary of state? As U.N. ambassador, Ms. Rice had no direct involvement in the Benghazi mess, before or during the attack. Do Republicans hostile to her think she should have gone rogue and simply ignored her approved talking points? And let's keep things in perspective: Ms. Rice was trying to explain an event that had already taken place; she wasn't disseminating inaccurate information to justify a future invasion, like Colin Powell did at the United Nations in 2003.
The letter from the 97 House members says that Ms. Rice's comments did "irreparable damage to her credibility both at home and around the world." That's rather audacious. Where were these defenders of American credibility when George W. Bush misled Americans about Iraq, or withheld vital information about electronic eavesdropping, indefinite detention and torture?
I have no idea if Mr. Obama really wants to nominate Ms. Rice. But if he does, he shouldn't give in to pressure from Republicans, and especially Republican House members, who have no say over who gets appointed to secretary of state or any other job.


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The Alibaba IPO is expected to be one of the largest IPOs of all time, and some forecasts indicate that the Chinese e-commerce firm could raise as much as $20 billion in its initial public offering.
Some reports indicate that the Alibaba IPO date could be scheduled for the first week in August, but no official date has been set.
One thing is for certain, however: When Alibaba hits the market sometime in late 2014, there will be a lot of people who pocket a lot of profit.
Those following the deal have learned about the huge windfall Yahoo Inc. (Nasdaq: YHOO) is expecting through the Alibaba IPO. Yahoo owns a 24% stake in Alibaba and is expected to sell up to 50% of that stake through the initial public offering. Considering some estimates place Alibaba's value over $150 billion, Yahoo could walk away with an extra $18 billion in cash.
But Yahoo isn't the only one who will be hitting it big thanks to the Alibaba IPO. Here's who else is in line for a major payday.
$400 Million Payday for Alibaba IPO Underwriters
When companies hold initial public offerings, they hire big banks to perform the underwriting services on the deal. The underwriters help the company determine the IPO price, file the necessary paperwork, choose the right exchange, and issue shares, among other tasks.
These underwriters collect a fee for their services, which is proportional to the size of the IPO.
According to the Financial Times, the underwriters of the Alibaba IPO will be entitled to $400 million in fees, if the IPO raises the $20 billion many expect.
That $400 million will be split among the underwriting companies: Credit Suisse Group (NYSE ADR: CS), Morgan Stanley (NYSE: MS), JPMorgan Chase & Co. (NYSE:
JPM), Deutsche Bank AG (NYSE: DB), Goldman Sachs Group Inc. (NYSE: GS), and Citigroup Inc. (NYSE: C), leaving each bank with more than $66 million in fees.
But the money doesn't necessarily stop there for the underwriters…


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CMS Comparison – WordPress vs Joomla vs Drupal
When you get around to making those crucial decisions about building a website one question you will need to answer is what type of CMS (content management system) you will plan to use. These days many people prefer to use a content management system for building a blog or website as it makes it a lot easier for people with no web design experience to make minor changes to the website such as adding blog posts, uploading new images or making small edits to your key pages.
In this post I will be running through the most popular content management systems out there – WordPress, Joomla and Drupal.
Each of these platforms offer a huge amount of functionality and depending upon the type of website you want to create (blog, online store, portfolio, etc.) will also determine which CMS you may end up using for your new site.
Of course the main appeal of any good CMS is it's ease of use. This is why a CMS is a good choice for any one that has a team of people managing their website who do not have any web development skills or very little technical expertise.
A good CMS will be SEO friendly, conforms to the latest web accessibility and international standards, is flexible to your future needs and offers an excellent return on your investment.
Via the team at Make a Website Hub


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Christie Responds to Wildstein's Allegations
Governor Chris Christie's office released the following statement addressing the allegations made in The New York Times today:
"Mr. Wildstein's lawyer confirms what the Governor has said all along – he had absolutely no prior knowledge of the lane closures before they happened and whatever Mr. Wildstein's motivations were for closing them to begin with. As the Governor said in a December 13th press conference, he only first learned lanes were closed when it was reported by the press and as he said in his January 9th press conference, had no indication that this was anything other than a traffic study until he read otherwise the morning of January 8th. The Governor denies Mr. Wildstein's lawyer's other assertions."


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I received rather a shock some few days ago, reading through the Ensign report of the April 2003 General Conference Priesthood Session, which I had been unable to attend in person.
In the course of a talk on worthiness, addressed primarily to young men preparing for missionary service, Bishop David Burton casually drops the following bomb into the midst of a homey sports metaphor:
"Our participation in life's important events may be jeopardized if we fail to follow the rules contained in our Father in Heaven's commands. Involvement in sexual sin, illegal drugs, civil disobedience, or abuse could keep us on the sidelines at key times."
("And That's The Way It Is," Ensign, May 2003)(emphasis added).
Could he possibly truly mean what he seems to have said? That sitting at the wrong lunch counter is comparable to sexual misconduct and drug abuse? That political protest disqualifies one for missionary service? That adherence to gospel standards means Rosa Parks cannot demand a seat at the front of the bus?
As Latter-Day Saints in a democracy, isn't resistance to injustice part of our civic obligation? Section 134 specifically carves out "sacred freedom of conscience" as a caveat to the LDS adherence to temporal law.
And wouldn't principled, active young people who are willing to sacrifice for social justice be the first candidates we would want to sign up for missionary service?