A fiery horse with a speed of light, a cloud of dust and a hearty high of silver, the lone ranger. With his faithful Indian companion Tato, the masked rider of the planes led the fight for law and order in the early western United States. The stories of his strength and courage, his daring and resourcefulness have come down to us through the generations, and nowhere in the pages of history can one find a greater champion of justice. With a snarled of those thrilling days of yesteryear, from out of the past, and the thundering hoopbeats of the great horse, Silver, the lone ranger rides again. Come on, Silver! Let's go, big fella! Hey, Silver! It was late afternoon when Harvey Madison entered the Grand Hotel. He glanced around the silent lobby, then approached the clerk at the high desk. Hi there, Mr. Madison. Is there anything I can do for you? Maybe there is. Uh, no complaints, I hope. Oh, no complaints. I have a letter here, a boy brought it to my office this afternoon, it's from a man named Smith. Oh, yeah, yeah, it's Mr. Smith, mm-hmm. You know him? Mm-mm. Came into town this morning. Rented a room here. He asked some questions about you. What did he ask? Oh, he wanted to know when you came to town, what you were doing here. What are you telling? I just answered his questions, told him he came about two months ago to work for John Lever, and he borrowed some writing paper and sat down over there and wrote a note. Likely the one you got from him. I see. I hope I didn't do anything wrong, Mr. Madison. Oh, I guess not. He wants to see me, uh, where's his room? Right here on the first floor. Number nine, down at the end of the hall. Thanks. I'll take it here myself. You needn't bother. Don't, don't bother. Just come this way. I think Mr. Smith is in his room right now. When he spoke, I thought he was a friend of yours, don't, uh, you know the name? Smith is a mighty common name. What's his other name? I don't know. He just put his initials in the hotel register. BJ Smith. I see. What's he look like? I don't know. He's a real polished gentle. Tall, lean, wears fine clothes. Well, here's his door. Thanks. He's there. All right, Bill. Thanks. Anything else I can do for him, Mr. Madison? Yes, go back to your desk. Don't hang your ear on the keyhole. No, of course not, sir. Very idea. Who is it? Harvey Madison. The door's unlocked. He walked in. Madison. Blackjack. What are you doing here? At the moment, I'm playing a game of solitaire. Excellent game for keeping the fingers nimble. Oh, please forgive me for not rising to meet you. What are you in Reed City for? Sit down, my, uh, Madison. It's awkward to call you Madison. The name Martin is much more familiar to me. Are you? Oh, don't be alarmed. I'll forget your former name. I'll call you Madison. That's little enough to do for a friend. We are friends, aren't we, Harvey? You came to Reed City because you found out I was here. What do you want? Stop rippling those cards. You're nervous about, Harvey. Do you like a drink? No thanks. I understand you're working for John Lever. What if I am? How do you like the railroad business? I make a living, that's all I make. I can't pay blackmail. I suppose you know that there's a reward posted for information leading to your arrest. What care, blackjack? You know darn well that I didn't keep a dime of that cash I stole from that bank in Osage County. You took every cent away from me with your crooked card game. Harvey, uh, correct me if I'm wrong. John Lever's going to build a railroad. He plans to buy land for the right away. You work in his office in a trusted capacity. You've got the true facts. If I knew what land he wants, I might go ahead of him, buy options on that land. Then he'd have to pay my price to get it. What about it? All I want from you, my good friend Martin, uh... Man, it's a little information. Seems to me you've got all the information there is. All but the essential information. I want the name of the people who own the land and has to be bought by the railroad. I can't help you, blackjack. I don't know what land's going to be bought. Lever has the information? Yes, but he's kept it confidential. The list is in a sealed-up envelope, and it's safe. You can open the safe? I can't break the seal on that envelope, though. Besides, from Lever himself, there's only two of us that know the combination of the safe. You and Lever's son? Yeah, me and Ben. My boss found the envelope broken open. He'd know right away that I was the one who did it. My suspected son? Yeah, he'd be likely to. Cut this, Sarcasm, Harvey. I, uh, I think I can arrange matters so he will suspect his own son. How can you do that? Oh, I can arrange it. With your cooperation, we'll start by getting Ben Lever to play poker with me. Early evening, he found the Lone Ranger in a camp not far from town. He knew with the speed of Toddler's approach that his Indian friend brought news of interest or importance. Oh, Scott, open up, oh, open up, oh! Aye! Well, let's have a Toddler. Maybe, maybe good IT. You come into town. Oh, how's that? A young fella head for trouble. Who? Son of a railroad man. Ben Lever? Ah, me see him in Capet. Me see Gambler, too. You remember Black Jack? Black Jack? Ah. He in Reed City? Ah. No, he's like Black Ink. He stains every one with him. He comes in contact. That's right. Why is he in Reed City, you know? Um, me not know. But him start poker game with Ben Lever. For what, that young fellow has no money? Black Jack, me not know. Black Jack's up to something. I'm going to find out what it is. Ah. Him see you once before. I know it, Tutto. Now, where are these guys this time? I'll darken my skin and dress the Mexican. You got stain for face and hands? Yes, I have the powder you made, Tutto. I'll have to mix it with a little water. Now, while I'm doing that, you might get those Mexican clothes from the saddlebags. The game of poker in a corner of the cafe moved fast. Nineteen-year-old Ben Lever playing an honest game was hardly a match for the skilled way in which Black Jack handled the cards. Ben held some good hands. Full house. 10's over Queens, but they were not good enough. Sorry, Ben. Take a look at these. Four of a kind. Aces. Ah, it's too bad, Ben. How about you hand me that time? Oh, I guess these are mine, eh? Calleja. I never saw such luck as yours. Too bad for him. Mr. Smith, will you lend me another $100? My luck is sure to change. I already hold your IOUs for $1,000. I know it, but... How do you plan to pay them off? Well, I don't... Have you any money? No. Serves you right, Smith. Had no business playing with Ben Lever. He ain't in your class. I hope Smith never collects. Well, gentlemen, you embarrass my young friend. Then perhaps we can reach an agreement. What do you mean? Your father is laying plans for the railroad, isn't he? Yes. What about it? I want a slight favor from you.  Well, gentlemen, the game is over. If you'll favor us with your absence, I'll pay for your drinks. Will this Mexican disguise be convincing at close range? Ah, it's all right. Do you see Blackjack? Him over in the far corner. Oh, yes, I see him. Ben Lever with him, isn't it? That's right. It looked like card game finish. I wonder if we're too late. You don't follow the look. Plenty pale. Move over toward that table. Ben appears angry. His fist is clenched. Plenty angry. Now I see the whole game. Looks like troubles, Hunter. Friend, if you're going to Welch and a gambling bet, you cheat in that game. Oh, that chews me a cheating. I do a chew chew. You knew I didn't have money. You want to get me a debt so you can make that proposition your crook? Get on your feet and say that. You crook. You'll pay that debt one way or another. I'm almost saying you are. What if you planned to throw a gun? You must change the plan. Let go of me. Let go of me. No, no, senior. Not before I see if you can at the gun. This is no affair of yours. Found you. Oh, so this is your gun, eh? I'd better take it easy. Let me go. You wish to go? I'll help you. When you was near the door. Put me down.  Easy, I put you down outside. Oh! I asked to be put down. I didn't even request it.  Perhaps, senior. I don't think you would have shot you. Ah, you'd better leave here once, however. Somebody shall go to the door with you. Hey, Mexico! The Sun Boys would like to buy you a drink. Yes! Yes! Glad to see you. Glad to see you, senior. I'm sorry. I'm not detailed. What's your name? I give you the door. You were going to see other gamblers, eh? You go round the back of the building. I'll never forget how you handled that gambler.  Fifty dollars in cash and a thousand in IOUs. And what, senior, did he want you to do the repaying for the money he loaned you? Well, you see, my dad is planning a railroad. See, see, I know. He has to buy land for the right of way, and he'll pay a fair price for the land, but he doesn't want to be robbed. No, of course not. That crooked gambler wanted to know the name for the landowners. I know his game. He'd grab up that land and then hold out for a whopping big price when dad tried to buy it. And could you supply the desired information? No, I couldn't do it, even if I wanted to. Dad's got the name sealed in a brown envelope and locked up and he's safe. I... Golly, I... I don't know why I'm telling you all this. He's quite all right, amigo. Got it. Now, I must leave you a puntle signal for me to join him. But... You haven't told me your name. I'm still a Vista, amigo mio. You come this way, chemo-thubby. Back, back, back a cafe with other colors. But though... You know one of them, right? Him named Martin. He wanted by law an old-age. Harvey Martin? That's right. So he's in Reed City, huh? Maybe we'll hear him talk. We'll go back a little bit. You see, Martin, as I should say, Madison, even though Ben rejected my proposition, I've accomplished my purpose. Uh, get them talked through the window? No. But I don't regret that Mexican's interference. Everyone in that cafe is now aware of what happened. They all know that Ben has indebted to me. That he hasn't a cash to pay me. And that I made a proposition to him. I see. Word of the affair will undoubtedly reach his father. And when I see your envelope is open, the lever will suspect he don't sell it. Exactly. You see, Harvey, even though you work for a lever, I'll have things arranged so you'll be in the clear. I'll see you later. I won't back on chemo-thubby. Maybe we tell law that color is one of an old-age, yeah? No, not just yet, ton of. I think we can make better use of our information. I'm going to call on Ben's father. While the Lone Ranger replaced the Mexican disguise by his own familiar clothes and masks, he recalled the number of times the law had tried in vain to put the sway of Gamber and his plan in jail. It was later that same night when the masked man reached John Lever's home. I want your help. In return, I may be able to help you. You say you don't want my son to know you came here? No. You see, I want to tell you how he lost $1,000 in a card game. What? I also want to tell you about a bank robber who's in your employ. The curtain falls on the first act of our Lone Ranger story. Before the next exciting scene, please permit us to pause for just a few moments. Pause story. On the morning following the poker game, Ben Lever and Harvey Madison were at their desk when Ben's father entered the office. I've been hearing things about you. Oh, I suppose you have, Dad. You played poker in the cafe last night. I meant to tell you about it, but I didn't... Did you hear about that game, Harvey? Well... I guess everyone has heard about the way Ben lost. How much did you lose? Well, I only had $50 in cash, Dad. I lost that. Then I thought my luck would change and Mr. Smith was willing to lend me cash, so I gave him IOUs. Well, how much? Uh, $1,000. What? How in the world do you expect to pay such a sum? I'm not going to pay it. That man cheated. He's a crook. He wanted me to do something for him, and that's why he got me the debt. Oh, Ben, you'd better be careful. I've heard a few things about Blackjack Smith. He'd a mighty turf ombre. If you don't pay what he orders... What can he do about it? I don't know, Ben, but he's dangerous. Maybe you'd better try and settle with him in some way. As far as I'm concerned, he can go hang. That night after the town had gone to bed, Harvey met Blackjack in the darkness near the hotel. About time he got here. Did you get out of the hotel without being seen? Yeah, that is what I think I did. You think? Blackjack, I had the feeling that I was watched. I've had that feeling all day. Have you seen anyone watching him? No, but I'll hang at all. I've just had the feeling. That's all. Ah, your imagination. How did things go in the office? Just as you planned. The boss was pretty sore when he found out about Ben gambling. I got a word of warning him. I told Ben he'd better settle with you in some way. Good enough. Let's get to that office. Blackjack. Come on. I don't like to sneak into Lever's office at night. You don't have to like the idea. If you'd wait a day or two, I might be able to get that Brown envelope during the day. Ben is there all day. So is his father. Sometimes I'm alone in the office. I need that list of names tonight. I intend to start working on it tomorrow. What's the rush? Lever's man, Sprague, is supposed to start buying up the land this week. I've got to work fast or he'll beat me to it. Maybe I could get the list first thing in the morning. Harvey, do you want to go through the plans as I've made them? Or go back to Osage as Harvey Martin, bank robber? I'm going through with your plans, ain't I? I see that you do. I see anyone behind us. Ah, it's too dark to see anything. I wish I could get rid of the feeling that I'm being watched. Come on. Blackjack. Now what's the matter with you? Are you dead sure Ben Lever will be blamed for this? Stop worrying. Just wait until I get the option. Then you'll see what happens to Ben Lever. John Lever suspected that his office had been entered during the night. He kept his suspicions to himself. Either Ben or Harvey noticed the peculiar glint that occasionally came into his eyes. No more was said about Ben's gambling loss. The subject seemed closed until late afternoon of the second day when the door of the office swung open. Mr. Lever? I am Mr. Lever. Well, I reckon this envelope's for you. Fellow, would the hotel give me two bits to bring it here to you? Maybe it's meant for Ben Lever. Have you settled with that gambler yet, Ben? No, and I don't intend to. I'll take that envelope. Should I wait and see if there's an answer? No, you needn't bother. All right. You'd be worried about what that gambler will do then. What's this? What is it, Mr. Lever? I guess this was meant for you, Ben. I'll use. For me? Quite a few of them. Signed by you. What do they say from Blackjack Smith? They seem to be. Oh, so you did settle with him now, Ben. Well, you're smart. You might have killed you if you hadn't. But I haven't settled with him. He has written a note that seems to be lying, your statement. Read it to me, Dad. I'm returning the IOUs as I promised. This makes everything square between us. Signed by B.J. Smith. But, Dad, I don't understand. He'd hardly return this evidence of a debt without a reason.  Yes, but I... I told the boy saying that he made you a proposition in the café. He did, but I turned it down. I wouldn't blame you if you'd changed your mind and taken up his proposition. After all, Ben, your life is more important than anything else. But I tell you, I didn't give him what he wanted. Dad, he wanted a sealed envelope from your safe. He wanted that list of landowners that Mr. Sprague is going to call on. He figured he could buy the land and then make you pay a high price for it. Did you give him the list of names, Ben? Of course not. Ben, if you did do it, you'd better tell your poor. He can see if the envelope's been opened. Well, I didn't do it. I don't know why he sent back those IOUs. Ben, here, take them, Ben. They're yours. Thanks. I'll tear them up. Sir David, I've got to see you. Hello, Sprague. We've been double-crossed. Double-crossed? What do you mean, Sprague? That gambler B.J. Smith who came into town a few days ago was licked us. How's that? I hear he bought options on some of the land that we need. Are you sure? Of course I'm sure. I just saw him in the lobby of the hotel. He's been busy for the past two days buying up options. Now, if you want land for the right away, you'll have to wait until his options expire. We can't do that. Or pay whatever price that crook demands. We can't do that, either. How did he find out what land we wanted? That's what I'd like to know. Well, you had the information, didn't you, Sprague? Yes. And I know there was no leak through my office. Smith got our confidential list. He got it from this office. I can't believe that. Ben, do you know anything about it? Why should I? You owed Smith a lot of money, didn't you? Yes, but... And he tried to make a deal with you, didn't he? I turned him down. I'd like to believe you. It's hard to believe, especially after the way Smith returned those IOUs. What's that? You can believe me or not. I didn't deal with Blackjack Smith or anyone else. I haven't even seen him since the poker game. Not just a minute. Is that safe and large? I think so, Mr. Lieber. Look at the envelope and see if it's been tampered with. It's a big brown envelope, isn't it, Mr. Lieber? Yes. I remember you showing me how it was sealed. Here it is. Oh, it's still there, huh? That's good. It's here, but the seal has been broken. Sealed broken? Someone has opened this envelope. So that's the answer. Now we know why Blackjack Smith sent back those IOUs. Don't you accuse me. Why not? Who else is there to accuse? You don't see anyone sending me a thousand dollars? Look here, Ben. Why don't you admit the truth? No one can blame you for saving your neck. Your father'd understand. If you say any more, I'll smash your nose. Dad, you've got to believe me. I swear, I didn't touch that envelope. Just a minute, Ben. Look out there. Masked man. He's got the gambler. You can't do this. Tonto, I know that Indian. You'll regret this. I'll have the law on you. You'll talk about the law later. Get in there. Who is that masked man? I've seen the Indian before. Maybe the masked man's here to rob him. I'll sit still. In you go, Blackjack. Get over there.  I'll reach for that gun medicine. I know the law. I know my rights. I'll throw all of you in jail. Lieber, I think you want to jail this man. Good. Don't talk about jailing me. I'll jail you and you too, Lieber. So you're Blackjack Smith, huh? The name is B.J. Smith. You're the gent that's been buying options on real estate. One of it. There's no law against it. Sprague is a lawyer.  But you did buy options on land? Yes, I did. And you can't get them by sending that masked man to drag me here. If you want that land, you'll pay for it. You'll pay plenty. I know where I stand. Just a minute. And it's for you. Blackjack, how did you know what to do? How did you know what land the railroad wanted? I'll answer that. Ben Lieber gave me the list. That's a downright lie. It's the truth and you know it. He gave me the list, John Lieber. What are you going to do about that? If there's a law against doing what I've done, I never heard of it. Is the law against helping yourself to it in the middle of the night, Blackjack? Is the law against coming here with hard medicine and stealing the list? We didn't do anything of the kind. You think you can prove that? Then you two sneak into this office at night. No. Of course not. Madison, didn't you open that safe and get a large brown envelope for Blackjack? No. Watch yourself, Madison. I mean, an envelope like the one John Lieber is holding. This is the envelope that was in the safe. Didn't you hand that to Blackjack? Didn't he open it and copy the names that were inside? No. Let's have the truth, Madison. I have told the truth. You have not. Look at John Lieber's fingers. What about it? The other stained brown. Take a good look. That envelope was dusted with a brown powder. And that powder touches anyone's skin. It makes a brown stain. And that stain won't come off for several days unless you know what to use. Soap and water won't remove it. Now we'll see who handled that envelope. Look at my hands. There's no brown stains on them. How about you, Madison? Or should I use your right name? Harvey Martin, bank robber from Osage. You know.   I'm not going to be taken. You got him covered. I'll take the gun. There. Blackjack, get him right. I'll get him. I hope you go for the gun, Blackjack. My hand. My hand. You've dealt with him from the bottom for the last time. I hear other hands. Plenty brown stain on fingers. Quick, go on me.  If I know anything about law, these two are headed for jail. Let me talk. Mr. Lieber, please give me another chance. I didn't want to do it. Blackjack made me. Blackmail me. Give me another chance, won't you? A lot of Lieber's hands. You're going back to Osage to answer for that bank robbery. How did you know about that? He knows things, Harvey. If I'd known he was around here, I'd have done differently. Oh, you saw me, Blackjack. Not here. Don't you remember the man who tossed you through the window? What? The Mexican. Was that you? Yes, Ben. I covered my face with the same stain that marked Blackjack's hands. Well, you may think you've won, but you haven't. I still hold Trump cards. Lieber, I hold options on six pieces of land. Yeah, whatever. Put me in jail. You'll have to wait six months for the options to expire. And if I don't prefer charges? I'll sell you the options for the price I paid. It's no deal. No deal? You can't wait six months to get that land? I don't want the land. What do you mean? You see, Blackjack, I removed the original envelope and replaced it with a similar one that held a different list of names. What? The Masked Man helped me prepare a list of deserving people who needed cash. The money you paid for options that will never be taken up met a lot to those people. That Masked Man of all the world. The bank is right across the road from the jail, Blackjack. You can sit near your barred window and watch some very happy people pay off mortgages on their land. It should make you happy to know that your money made those people happy. Copyrighted feature of the Lone Ranger Incorporate.


It's a pleasure to be here this morning. I just want to tell you a bit about the US Corporate Law course. I believe it's an optional module, isn't it? Yes. They do four from six. Four modules out of six. They choose four out of six. So this is a bit of a beauty contest and I'm trying to sell the module to you, so I'll do my best. Now first of all, why am I qualified to teach this topic? Because you probably noticed I'm not from the United States. I'm actually from Scotland. So why should you learn US corporate law from me? As Brian said, for a number of years I've taught Anglo-American corporate law and governance at a couple of institutions in this country. I've also taught corporate law at JD level in the United States and I've written extensively in US corporate law. So even though I'm based in the UK, my interests are as much if not more on the other side of the Atlantic, hence the fact to teach this topic. More to the point, why should you study US corporate law? You opted to go to Cambridge, not Columbia. So why should you study US corporate law in England? A number of reasons, even though you're doing your graduate studies in England, some of you may go into practice law in the US. Very good reasons, not least financial reasons for doing so. Therefore corporate law, US corporate law can equip you well for doing that. Even if you don't opt to practice law in the United States, if you are going into a corporate specialism, undoubtedly, or at least there's a very good chance that you will be required to engage with US corporate law at some point in your professional life. Particularly when it comes to issues like shareholders' rights or remedies, where US law, particularly US federal law, can have a quite profound international effect. Not least because certain aspects of US federal law have extra territorial effect, so can apply overseas. Also, US corporate law is highly influential, as you're probably aware, as an international point of reference. Whatever country you ultimately practice law in, many countries opt for good reasons or less good reasons to mimic aspects of both US and indeed UK law for their own legal systems. So knowing about US law is important from that point of view, from a legal evolution or law reform point of view. And also a company, wherever it's situated in the world in terms of its operations, can choose to become a US corporation. You don't have to conduct your business in the US to become a US corporation. You can opt to basically adopt the elements of US corporate law wherever you choose to conduct business. And finally, a more general point, we live in a largely, for better or worse, we live in a largely US dominated global political economy. The US corporation exercises a profound influence over our lives on a daily basis, whether we know it or not. So knowing a bit about US corporations, how they're regulated, how they're structured, how they're operated is interesting, I think, for all of us on that level. Now US corporate law is a highly interesting system of law, not just because it's high profile, but because of the way it's actually constructed. And it's also a highly unique system of law as well, not least because there is no such thing as US corporate law, really, even though we use that term. The US corporate law system is actually 51 different systems of law, or if we include the federal level, 52 systems of law, all rolled into one. So you have 50 systems of law for each of the states of the United States. You have another system of law for the Districts of Columbia, where Washington is situated, and then you have a federal level of laws overlaying all the state laws. And principally US corporate law is actually state based, rather than federal based. Now there's a very important principle of US corporate law that's important to understand from a very early stage, and we will be emphasising it at an early stage in the course, which is called the internal affairs doctrine. It's basically as best described as a kind of quasi constitutional principle to the effect that aspects of internal corporate law, and incidentally in the US we tend to use the word corporate rather than company law. Both terms mean the same thing really, but we use the word corporate more than the English term company. But the internal affairs doctrine basically dictates that matters of corporate law, in other words rules, principles governing the internal structure and operation of the firm, things like directors duties, shareholders rights, these issues should be governed at state level, not at federal level. Issues external to corporate law, such as securities law for example, can legitimately be governed at federal level, and are governed at federal level, and most securities laws come from Washington DC and apply to the country as a whole. But corporate law, internal corporate or company law, should come from individual states, and there's a lot of very valid economic and political reasons for that which we'll explain in the course. So that's an important thing to know. So the US is a federal system of corporate law, and this throws up a number of very interesting features, because it means a US corporation can incorporate in any of the 50 plus one states. And what this also means, another curious feature of US corporate law, is this means that all of the, I'm going to say 51 states, because DC is included as a state, all of the 51 states therefore compete with each other to offer companies and their investors the most seemingly attractive system of corporate law. And companies can choose, as I've said earlier, they can choose to incorporate and adopt the corporate law system of any one of those 51 states, regardless of where their operations are. So take a typical corporation in the US, its head office might be in New York City, most of its upstream manufacturing operations might be in the Midwest, in somewhere like Ohio or Illinois, and many of its downstream manufacturing activities might be spread throughout other parts of the world, for instance across parts of Asia. Doesn't matter. Its corporate law system is determined by its state of incorporation, regardless of whether or not it operates in that state on a physical level. And this makes US corporate law quite different from company law in the European Union, because even though we sometimes erroneously think of the EU as being a bit like the United States of Europe, it's not really, it's not a very good analogy. But nonetheless in the EU, we still largely stick to something called a real seek doctrine, which means that if you incorporate in a particular state in the EU, for example in Germany, then you should have your main place of operations in that country to try and keep the physical reality of the company locked in with its legal identity. So if we're going to study US corporate law, we have to rid ourselves of this notion that the physical company should be in the same place as the company's place of incorporation. A company can be governed by a particular state's corporate law system. I adopt that state's law that operates elsewhere, and that's an important thing to grasp. And there's one particular state which has become dominant in the competition for incorporations. I should state, there are very good reasons as to why individual states want companies to incorporate within their domain and adopt their corporate law system. It doesn't necessarily mean you get more business and jobs within that state, but what it does mean is you can make more money in the form of incorporation fees and franchise taxes, which companies pay to their state of incorporation. Does anybody know what the dominant state in America is? It's probably not one of the obvious ones you might think of. What is the dominant corporate law state in America? Delaware. Most people who don't know a lot about corporate law would probably say somewhere like New York or even Chicago, or I should say Illinois, but it's Delaware. A little known state, but a state which has become highly specialised in offering corporate law. In a way corporate law is a product and different states operate as corporate law shops. You can buy your laws from each of those states, and Delaware happens to be a very attractive shop that companies and their investors and managers like to shop at when they buy their laws, and that's a good way of thinking about it. So the key sources that we will be looking at in this course in terms of legal authorities, the main source that we'll be looking at on a statutory level is the Delaware General Corporation Law. A majority of publicly traded US corporations are incorporated in Delaware. Now the main focus of this course will be public corporations rather than closely held or private companies. So Delaware will be far and away our main focus of attention. It won't be an exclusive focus of attention, there are other important sources as well. There's something called the Model Business Corporation Act, which is the piece of company legislation that applies to most of the other states. The other states in the United States, well basically the Model Business Corporation Act is something that's promulgated and updated by the American Bar Association. And it's basically a kind of cocktail of laws from all the other non Delaware states put together in quite an authoritative way. And then what tends to happen is other non Delaware states tend to evolve their own systems in line with the Model Business Corporation Act. And the Model Business Corporation Act is quite different from the Delaware statute, but not that different. There are quite strong similarities between the two. So in terms of state corporate law in America, Delaware General Corporation Law and the Model Business Corporation Act are the two main statutes that we tend to look at, and we will be looking at them in the course. We'll also be looking at a bit of federal law as well. Federal securities law has quite a big impact on US corporate law, particularly when it comes to disclosure obligations. What information do companies have to give out to their investors when they trade on a public market like the New York Stock Exchange or NASDAQ? And the main two acts that are applicable on a federal level are the Securities Act of 1933 and the Securities Exchange Act of 1934, which were the big statutes which were enacted by President Franklin D. Roosevelt's Government during the Great Depression as part of the New Deal reforms. And they're still very much alive today. And the modern federal statutes that we've probably heard about in the US, like Sarbanes Oxley from 2002 and Dodd Frank from 2010, actually reform the 1933 and 34 acts. So all these reforms largely get incorporated in together in the early act. We'll also be looking at case law. The vast majority of the case law we'll look at is Delaware case law. The Delaware courts are, I would say, without a doubt, the most highly specialised and expert corporate law courts in the world. They are corporate law courts by and large. That's what they specialise at. They are wonderful at deciding cases in real time. They can knock up, as far as I'm aware, some Delaware judges can write up an enormous, maybe 70-page judgment over the space of a weekend, it seems, in some cases, dealing with very, very highly complex points of mergers and acquisitions law. And they are very much attuned to the practical needs of publicly traded companies. So it's a fascinating body of case law to look at. We'll also look at some federal cases and a limited amount of case law from other states. But Delaware will be our main focus of attention. We'll also look at a number of academic articles. What you find in US corporate law much more so than in English company law. Delaware courts are very keen to adopt academic opinion within their judgments. English courts are fine and aren't so keen to adopt the views of people like Brian in their judgments. Arguably they should be. But there's much more of a link between academic opinion and judicial opinion, I think, in the United States. And another important feature of US law that's very crucial to get your head round is, to a large extent, US corporate law operates as what's sometimes called enabling law. What that means is the law isn't there to command people to tell them what to do, like we conventionally understand regulation. The law in the corporate law in the United States is there to facilitate people's business activities. You can adopt laws or you can opt out of laws that don't suit you. Now that's something that's a bit alien to us even in the UK. In the UK our company law system has got certain aspects of soft enabling law. But by and large the companies act in England is regulatory and mandatory. It doesn't leave you that much room for manoeuvre I don't think. US law does offer you much more flexibility and room for manoeuvre for better or worse. Other important issues we'll look at, one of the big important themes in the early seminars will be the management of the corporation and how the board of directors operate. And those of you studying UK company law will be familiar with that already. But in US company law, corporate law I should say, particularly in Delaware, a very very important principle that lies right at the heart of the Delaware corporate law is something that you may have heard of called the business judgement rule. The business judgement rule is basically a judicial presumption to the effect that a board of a company, when they approve the decision of the company's management, they are presumed to have acted honestly for the benefit of the company, loyally for the company and also on an informed basis equipped with the requisite information. Unless that presumption can be rebutted by strong evidence to the contrary, which is almost never the case, the court will protect the board's decision and for that reason the business judgement rule operates as an almost virtually water type protection for the decisions of Delaware company boards of directors. So Mark, we were actually just looking at the Disney case. Right, the classic one. So business judgement rule protection, we've done Sholenski and Wright as well, Sholenski and Wrigley. So at least the students who've done comparative corporate governance are now a little bit about it. I'll preach into the converted then. Well, I will be talking about that in more detail for those of you that want to hear more about it. But the business judgement rule is absolutely central to US corporate law and many people think of US corporate law as being a very shareholder orientated system because we think of the US system of financial capitalism as being about maximising value for shareholders. On a practical market level, maybe that's the case. But in terms of corporate law, corporate law isn't really shareholder orientated. It's much more managerially orientated in comparative terms. Managers get a lot more discretion and power over their decisions in the US than they would in other countries. That's one of the reasons as to why US corporate law, from a managerial or director perspective, is quite an attractive system of law to adopt, particularly Delaware law. One of the most interesting areas where the business judgement rule is applied, Sholenski and Wrigley is one of the classic cases, obviously. But one of the most interesting context in recent decades where the business judgement rule is operated has been in the context of hostile takeover bids. In the US, unlike the UK, the board of a target company can defend a bid. They can defend a hostile bid. So a hostile takeover bid, as you're probably aware, is a bid for the company, for control of the company, for the bidder or the offeror wants to acquire voting control of the company. And the board of the target or offeree company do not want the transaction to go ahead. In the US, unlike the UK, the board can coercively defend the bid through a range of weapons, structural weapons, the most well known of which is something called a poison pill, which we can explain more about in the course. And the Delaware courts have been involved in very, very complicated, difficult judgments about the legitimacy of boards using poison pills. In the 80s they invented something called the unical doctrine, which has been very helpful in enabling courts to decide these cases. There's also something called the Revlon doctrine, which is an exception to the unical doctrine, which is very important in this context as well. I will discuss both these principles. We'll also go on later in the course to look at the governance role of shareholders within the US corporation. And I do stress it is, by comparative standards, a very limited governance role that shareholders enjoy. Shareholders don't get the chance to do much, at least on a proactive level within US corporate law. One issue where shareholders are very influential and powerful is an area that Brian's written a lot about, which is ex post factor. Shareholder rights to use litigation against management, which we'll talk about in a minute. But when it comes to shareholders rights to actually get involved in management decisions as they're being made, shareholders have their hands tied to quite a significant extent in the US, much more so I should stress than they do in the UK. A fundamental legal principle of US corporate law alongside the business judgment rule is the board primacy rule, which basically means the board of directors have got decision making primacy or supremacy, and shareholders should not get involved in management decisions. We have this rule to a large extent in the UK company law as well, but it's not anywhere near as firmly entrenched I don't think as it is in the US. The main way that shareholders in the US can have an influence over corporate decisions is through something called the proxy process, which is a federally regulated procedure regulated by the securities regulator, the Securities and Exchange Commission of SEC. Under the SEC regulated proxy process, shareholders are given a formal opportunity to make proposals which can then be voted on by shareholders in the company's annual meeting. These proposals are a way in which shareholders can try to convince boards of US corporations to adopt certain policies or to do certain things that the shareholders think is desirable. The problem is the shareholders' ability to do this is heavily constrained because shareholders cannot make proxy proposals in the US relating to ordinary business matters. They cannot try to tell the board how to manage the company because that is not the proper remit. It's usually structural things that shareholders tend to make proxy proposals on. For example, reforming the structure of the board of directors to make them more capable of being removed by shareholders is one classic example, that's called de-staggerisation or declassification of the board. Or removal of poison pills or other coercive impediments to hostile takeover bids would be another thing that shareholders are often very keen to try and propose in meetings. Increasingly so in recent years now that active shareholders have become much more involved in corporate governance challenging boards of directors. But nevertheless the process is very heavily weighted in favour of the board and indirectly the managers who work under the board and vice versa very heavily against the shareholders. The shareholders on the way in the US are always fighting against the wind because the laws that there are are quite heavily weighted against them. Now some people say there's very good reasons for that because it's not shareholders' proper role to be getting involved, to be getting their hands dirty and getting involved in managing companies. Shareholders are investors, they entrust the board and the managers to run the company and if they're not happy they can always resale their shares and that's the traditional approach towards corporate governance in the US. Whereas in the UK we're much more willing I think or at least comparatively more willing in the UK to allow shareholders to have more of a say in the running of the company. So a final point we'll look at, one other thing we'll look at in the course incidentally is something called proxy contests which is where active shareholders try to drum up support for ousting the board of the company without actually buying controlling shareholding in the company. The best analogy is to think of it as a military coup of a dictator in a country. That's rather how proxy contests operate in the US and we just don't see these sorts of things in the UK for reasons that we'll maybe explain if we have time in the course. And the final topic we'll look at is the one I've already mentioned, the extensive role of litigation in the US corporate law system shareholder litigation. Shareholders can and frequently do bring direct suits against the board of the company or against the management of the company under securities law largely in the grounds of misstatements that have been made in company disclosures and often get very very large settlements as well in the process. Also derivative action, actions brought by shareholders on behalf of the company against directors are much much more common, much much more common in US companies particularly US public companies than they are in the UK. I would say in the UK public companies derivative actions or derivative claims are virtually irrelevant, they happen so infrequently, not the case in the US. And arguably the main reason as to why there's a big difference between the US and the UK when it comes to litigation is in the UK litigation is principally led by shareholders and shareholders don't tend to want to raise litigation for a variety of reasons. In the US shareholder litigation somewhat ironically is not led by shareholders, it's led by another group of important actors namely attorneys. Civil procedure rules in the US give attorneys, give legal professionals the power to actually instigate class actions against boards and managers of companies, something that isn't really possible in the UK at least as of yet and that's a big difference. And in this topic another very interesting issue that we'll pick up on is something again that's completely alien really in the UK but very common in the US which is called exculpation procedures. A board of a Delaware company, a director of a Delaware company can in effect get themselves opted out of money damages liability for breach of duty of care. So if a Delaware director is held to have acted negligently by a court which in itself is very very uncommon, the chances are they will not be liable for money damages because under the company's chapter of incorporation which is the American equivalent of the articles of association, the chances are the directors of the company will have contracted out of liability. Why does the law allow this? There are some arguably valid reasons as to why which we'll discuss in the course. So I've just given you a kind of scattering of insights from US corporate law really just to try and whet your appetite but the important point to drive home from all of this is some people think of Anglo-American corporate law or Anglo-American corporate governance as being a valid descriptor because the US and the UK are so similar to each other legally, politically, economically. That's just not the case. The Anglo and the American are very separate from one another and very different from one another. US and UK corporate law and corporate governance are very different animals. Therefore even if you are studying UK or English company law there's very good reason to learn US corporate law as well. Finally some housekeeping matters. As an outsider, not usually based in Cambridge, I'm not altogether familiar with the practicalities of the administration of courses but what I will say, I don't intend to have a textbook or casebook for this course so you don't need to buy any particular book. Materials will be provided to you in advance of class and it will make electronic reading lists available containing articles, possibly also US cases as well because US cases I find are very, very difficult to access in Westlaw so it might be easier if possible if somehow supply them but I worry about that in due course. The course is not being set in stone yet but my provisional intention is to run the course over four days on a fortnightly basis so every two weeks. What that means is there will be two seminars per teaching day. Now I know you probably bulk at that suggestion but there's upsides and downsides. The downside is it is quite a tough day. There will be a break between the two seminars I promise. It will be quite a tough day, it will be quite a slog but the advantage is you get two weeks of seminars out of the way in one fell swoop and depending on how you like to run your timetable that might operate to your advantage. Assessment is by way of an unseen essay. My provisional intention is that you'll be required to answer three questions from at least four. They'll mainly but not exclusively be in the form of essay questions because that tends to be more in line with how I run. The seminars, that style of answering. Finally, as this is a US related course, I will be employing what I call a semi-socratic teaching method. Anyone who's roughly familiar with the US educational system will know that the semi-socratic teaching method is very common whereby students are picked upon by name to answer questions. I'm probably not going to pick people by name to answer questions because you're all graduate students. You're at a sufficient level where you're more than capable of speaking up for yourselves. But I will, however, be putting my faith in you as a class and expecting you to have an active discussion with me during class and to develop debatable issues and to answer questions in class. So I'm rather flexible about how the classes proceed. I'm quite happy to go off in certain tangents in different directions as long as by the end of the two hours we've covered everything we need to cover. So do be prepared to speak out. If you'd rather put your head down and take notes for two hours, probably not the right course to choose. And even though I'm based in London, I'll usually be in hand to answer any queries by email and I'll supply my email address in due course with seminar materials. So sorry for taking up so much of your time. I'm happy to deal with any questions just now.


Welcome to the Global Symposium for Regulators 2023, GSR23 being held in Shamoshake in Egypt, where I got the great pleasure of being joined in the studio today by Sezo Noe, who is the Director of the Telecommunications Standardization Bureau for ITU. Mr. Noe, welcome to the studio. Thank you. Now, I'd like to start off by talking about regulation for a sustainable digital future is the theme for this year's GSR. Why is this important? Yes, as you know, the recent years, technological change is so rapid. New technologies are emerging and also that accelerate digital transformation. Digital transformation is creating a kind of the convergence in technological area as well as the business across industries, different sectors, different vertical industries. At the same time, it may create some associated convergence in the regulations, regulatory matters. So, it is important that we come together and discuss from the different views of different perspectives and views from the different stakeholders. So, GSR, this symposium provides such a venue are also the basically, GSR is focusing on the regulation, but it attracts the variety of the industry players. So, we have many stakeholders here. So, it's a very good place to discuss our activities so far. So, I believe that public-private partnership is also very important to realize such policies and industries, businesses. So, that's my views. Also, in general, regulations need to evolve in response to the market reality. So, this symposium gives global views for that evolution. You're the ITUT, the Telecommunications Standardization Bureau Director. How are ITU's technical standards supporting sustainable development and addressing the associated priorities of policymakers and regulators? Standards support innovation at scale as cost-effectively as possible. Also, that provides reliability and interoperability. Finally, ultimately, that creates a confidence to continue to invest in future technologies and future policymakers and regulators aim to benefit society as a whole. So, standards provide a strong tool to achieve that. ITU covers a wide variety of the areas for that. For example, a wide variety of the areas from the energy and mobility to financial services and agriculture and smart cities. As such, ITU standards contribute to the policymakers and regulators. Excellent. Manohar Samp, thank you so much for joining us in the studio today, and we look forward to catching up with you again very soon indeed. No, thank you for having me today. Thank you, thank you, thank you. And don't forget, we've got plenty more interviews on the ITU YouTube channel, as well as our SoundCloud channel, or wherever you listen to your podcasts. And for more information, go to www.icu.inc. Thank you very much indeed.


Over here. Hey ladies, you tired of your beard Me too it is 2018. I have missed you. Thank you so much for letting me take a break It was much needed as you can see a quick hair update many of my beautiful Extensions have made it into the new year many have died. I lost a few good men in the shower I feel like the ones that I put on super wonky were the first ones to come out something I've noticed as a first-time tape and hair extension wearer is everyone's really Complimentary of your hair when it's on your head, but the second one comes off your head suddenly.   Shaved beard Julian when I shave my face. I hope it grows in so thick so dark and so Stubbly that we just get to rub beards I really just wanted to try it I mean I don't have really dark hair So I'm gonna have to pull you in pretty close So I apologize you about to get closer to my beard than you ever want So I went to Ulta I've never been to Ulta before Um, it's cool. I don't know why I told that Shut up when I watched Tati's video She actually had this one and she compared it with less expensive ones like this that are completely disposable But they also have one that was like electric and came with like all it like vibrates And it was like this whole system that company also had like vibrating makeup brushes and stuff too And I was like it's time to stop if the beautiful people are doing something I want to try it and see how beautiful it makes me because as you can tell over the break I've had numerous plastic surgeries I'm just on it on this road to be coming not even an opinion, but the most beautiful person in the whole world I know my appearance is jarring. I've had a lot of work done It takes a lot of work to look this great I want my jaw right here to just be beaming to the gods so when you look at me It's like you're looking at gambit and I'm just going why aren't you with my laser job doesn't that gambit's power When he takes his glasses off No when gambit takes his glasses off. He has lasers for eyes.  That's it. That's the end of gambit.  I'm trying to shave my face not getting an argument about gambit Cyclops Oh, what's the matter? I thought this was in the X-Men song Enough X-Men I forgot how meaty Beast was Well, how did you think the X-Men opening theme song went?   You're not a mutant Also, I apologize. I'm obviously not wearing stuff on my face. So I know I look beat Okay, let me know in the comments on a scale of one to ten.  Yeah, hold it at a 90 degree angle and do like short little downward strokes and That if your skin is dry, it might cause irritation.  Oh Oh Look look at my chin right now Do you see that?  I was like, oh my god I want that to be my life right now. Where's my deck playing cards and gambit?    Oh ASMR shaving my sideburns. I Want to shave my forehead Do you think I had hair on my forehead? Oh, this isn't day up anymore. I got a damp in my forehead No damp Here we go. Oh, I forgot this step where you like lift your skin up a little A little Yeah, I do What if I cut my chin I think I just cut my chin.  That's the side I haven't shaved feel a little at the same time Right That's crazy. Isn't that amazing? Yeah So it's just it takes off the little layer of peach fuzz. That's always on your face Like I love it.  Do you have aftershave? Can I have some after this? Where it's uh, wait, is this how people on Instagram like when they take pictures of their skin It just looks like not even human skin.  We on to you. No mustache Little baby mustache. So no more just for men and Jenna. Oh, no, just for men and Jenna is over No, no, just for men always just for men and Jenna just for women Hey, baby, what are you doing? They don't want to come over and watch me shave my face You think this is gross What's the grossest thing I've done probably try dying your mustache brown Okay, this one looks a lot more intense I think you're supposed to hold this one at like a 45 degree angle.   Let me just do this part Look at that That's what I'm saying That's like mostly sideburn Yeah Oh big 45 degree angle. What are you doing? No, no, no, that's 90. No, I was doing 45 do it like pointed down.  This is so like fun and relaxing Okay, look at all this buzz Okay, it's on my neck This side in general feels pretty smooth in all directions this side feels really smooth on this way, but just like I'm trying to figure out which one I like more let me go up on this one even though it never said do that I don't care. I'm a vargo. My name is Jenna.   You see that There's like a lot left here Look at all the hair that this one got off Should I shave my cybern's like up into my head?  Yeah, it feels so good. Can you like tell any difference though if you're looking at me far? No, we get up close. Yes up close. You can It right like it looks so God I feel like this kind of things bad for a Virgo because I'm just gonna take this and do it just a little bit Everywhere, I thought that this would be something really easy to cut your skin with but knock on what I have not cut my skin Is it am I glowing What are you doing?   Will you fight with a five o'clock shadow? Oh my god. I feel nothing I feel nothing I feel nothing at all You see how it just like floated off of my mustache now.   Oh my god. Oh for real? Like your skin is screaming right now. It's glowing. Is it screaming? Is it screaming? I'm here. Look at me. It feels like amazing. Feel this. Feel my skin What I'm gonna do because I'm really curious. I'm gonna put like my moisturize on I'm gonna get my makeup and put some on my face so I can see like how my life is now different Look So when you're like, each of us at like the store it's like the spread Well, yeah, I read it like, you know, not Distribute as evenly as before. Look at that.   Get ready with me. I really like get ready with me by the way Because they never say what they're getting ready for get ready with me for court I'm in trouble.   Are you getting ready with me or what?  Look There is no hair I feel like my makeup has not gone on this smooth on my face since I was like 12 years old I wasn't allowed to wear makeup, but I put it on makes a difference Right like maybe you can't exactly see it on camera But it feels so good and it feels so good to like shave it that like process of it takes like Not very long at all and I feel like the payoff is amazing I haven't been this excited about shaving something since I shaved my eyebrows And remember I was like it feels like Something I've wanted to get off my face for so long and then it's finally gone Like it feels like that but just on my cheeks. It just looks like you're touched up right now. Really? If I had known this Earlier pitch.  It just like goes on.  Why have you been hiding the secret for me? Like when you shave your face, it like feels really good and it makes your makeup just glide on Why have you been keeping this for me? I don't know.  Sorry, how dare you? I apologize every day when you're in there putting on your bronzer and pop and highlighter You've just been keeping the secret for me. Yeah, I'm sorry. I like to put on my bronzer in the closet though I know this isn't like super duper exciting, but for me, this is so exciting.  Make sure you subscribe to my channel. I put on a video every Wednesday slash thursday I'm back for 2018.


Hello, everyone, and welcome to ongoing election coverage by town meeting television. My name is Bridget Higdon. I'm the managing editor at the St. Albans Messenger, the Milton Independent, and the Essex Reporter. This is one of many forums, Town Meeting Television is bringing you in advance of the primary election on Tuesday, August 9th. The primary elections select party candidates for the general election on November 8th. Our voters will elect state and national officials from your local state rep to the U.S. Senate. Town Meeting TV election forums introduce you to community decision makers and connect you with the issues that shape your local community. If you'd like to ask a question, you can join the webinar via the link shared via social media. You can also go ask a question verbally, so please raise your hand and you'll get your question shortly. If you'd like to submit a written question, use the Q&A feature in the Zoom webinar. You can also watch this panel on channel 1087, Burlington Telecom channel 17 and 217, as well as online at Town Meetings YouTube page. So we're here tonight with Brian Sheldon and Irene Renner, who are facing off in August for the Democratic nomination for the Chittenden North, the newest district here in Vermont for the Vermont State Senate. So thank you both for having us and being here. We appreciate it. Thank you. Thanks for having us, Bridget. Of course. So we'll get into some questions, but first let's find out a little bit about who you are. So please tell us why you're running for office and how you hope to serve your constituents. You'll have about a minute to do so right now. Brian, let's start with you. We'll start at the top of the alphabet first name-wise. That usually isn't in my advantage, but so thank you. Hi, Bridget. My name is Brian Sheldon. I was someone who was born and raised in Vermont. I love this state and I want our state to have a thriving economy. However, we need to face the real issues that hold us back from having affordable, livable communities. Some politicians today are too busy picking fights or finding wedge issues just to divide us. That's why I'm running for state Senate. As a small business owner and an engineer, I'm dedicated to solving even the hardest problems. As your senator, I'll bring everyone together in good faith with open discussions and that's how we best solve problems. The recent redistricting has given us a once in a generation opportunity to pick a senator from outside Burlington. Let's build together a coalition of community voices founded on mutual trust and respect for each other. That will show Vermont and indeed the whole country that politics can be about the common good again. I'm here today to ask for your vote so that I can be that bridge to bring together these four towns and make life better for all of the Monarchs. Thank you very much. Irene, please. Thank you, Bridget. My name is Irene Renner. I decided to run for office because residents of Chittenden North deserve a senator who has already been elected to and reliably served in the halls of government. For 17 years, I have listened to residents across Essex and worked on their behalf, devising creative common sense policies and frugal budgets. By spending time in the trenches, I learned what makes for good government. I developed a thick skin, resisted group think and won again and again by discovering and promoting the causes that the majority of my constituents care about. I was elected four times to the select board and I've also led nine successful issue campaigns at the polls. I work hard and I win often because I focus on what lots of people on the street, not just a few people in power, want and need. I'm enjoying getting to know people in the four towns in Chittenden North and I look forward to serving them once elected. Thank you. Thank you very much. As both of you just said, there are four towns in this district and so let's just quickly recap what they are for everyone who's watching. Chittenden North includes part of Essex town, all of Fairfax, all of Westford, and most of Milton. Both of you are longtime residents of Essex. So tell us a little bit about how you've been getting to know residents in the other communities where you do not live during this campaign. How have you been getting to know Fairfax, Westford, and Milton? Irene, let's start with you. Sure. Well, I've spent time in each of these towns, whether it's been at the library or the town hall or at public events, just getting to know everyday people as well as some of the folks who are in elected or appointed positions. I've attended some public meetings. I have done some door knocking. It's been a really neat opportunity to drive around towns that I had not spent lots of time in before and just appreciate the beauty and once again, the diversity of each town, which is distinct in its own way and yet I think has quite a few things in common, which is why I'm so excited about this particular district. Thank you. Thank you. And Brian, go ahead. Yeah, I've been introducing myself to Milton, to Fairfax, to Westford. As in some of the same ways that Ms. Renner has been. I've been attending meetings, I've been knocking on doors and one of the things that I've been introducing myself and asking what issues are most important to them. And as I've been knocking on doors and talking on to voters, the issue that comes up over and over again is housing and affordability in general. Business owners have jobs, but they're desperate for workers. And they can't afford to, they can't afford to live near these jobs. Young families are looking to buy their first home, retirees on fixed income. Housing really affects everyone. So I've been, as a small business owner and someone who's born and raised in Vermont, I care deeply about this problem. I've been watching businesses struggle and young Vermonters forced out of state to find housing. It's just heartbreaking. The newly formed Chittin North District needs someone with real-world experience who can build coalitions and work across the aisle to tackle this and many other issues head on. Great. Thank you. So, I feel like you'll get two years in the Senate before you got to run again. So talk just a little bit about what you would want to get passed in that two-year time frame. What is the most important piece of legislation for you? Brian, you just talked about housing. Is that your answer to that question as well? Well, housing is definitely my top priority. Well, and not because it's my top priority, but because it's the top priority of the people that I'm meeting in Milton and Fairfax and Westford and in Essex.  So we need to build more housing. And we need to act, we need to tweak Act 250. Act 250 did a great job making rural parts, keeping rural parts of Vermont rural, but we need to modernize it so that we can encourage more walkable neighborhoods in our city centers, and build rural parts of Vermont rural, and build dense modern housing to both address the supply of housing, which is good for climate change. That leads to my second priority, climate change. The second largest cause of Vermont carbon emissions is home heating. So that's why we need to build more, when we build more housing, they should, they should continue to be built to a green standard. We should, we should like the, like the two housing bills that the governor just signed, there's money there to upgrade housing and heating of our older housing stock. That way we can make less, less use of fossil fuels. My third, my third, my third priority is to protect democracy. Our democracy is hanging by a thread. Vermont is a leader in this area. Thank you, Jim condos, but there are a few things we can do to make it even easier, even more secure for all Vermonters to cast their votes. And Irene will move on to you in terms of talking about your priorities and a piece of legislation that you can get done in in two years, please. Well, there's no magic pill and there's no magic bill. I hope to see Vermont continue to protect the rights of our most vulnerable citizens. Those who are homeless, low income, isolated. Vermont should also protect everyone with a physical body that some state governments are now imposing restrictions on based on religious beliefs that should have no bearing on a person's identity. A person's choice of a partner and a person's freedom to reproduce or not. I want to protect our rights to privacy and bodily autonomy. Children are also vulnerable in our society. It's imperative that we make it easier, not more difficult for daycare providers to stay in business. Regulations had become onerous in recent years. They need to be revisited. It's also imperative that we screen very young children for physical and mental health challenges. Providing appropriate health before those challenges manifest into learning difficulties or behavioral issues gives those children a greater chance of surviving and succeeding as youth and adults. Those caught up in addictive behaviors are also vulnerable. We're losing more and more Vermonters to opioid deaths. The governor's recent veto of H728 shows that he is not committed to meeting the needs of Vermonters and the need for additional resources. That bill would have allowed for the study of an overdose prevention facility. It would have expanded the number of needle exchange programs and it would have examined barriers to treatment access in medical insurance practices. That's a bill I would like for us to revisit in the next session, along with many others. Thank you. The last couple of years have really been swept up in the COVID pandemic and it taught us lots of things, but one of them is that there's lots of inequities in health care in Vermont. So let's talk a little bit about the increasing cost that health care has put on Vermonters, as well as sort of what we can do as the next step here to make it more affordable in this state. Brian, can we start with you? Sure. I'm a small business owner. And one of the consequences of that is that I pay for my own health insurance. I buy it on Vermont's exchange. So I can tell you exactly how much that costs be $571 a month. And I also know that that plan has a very high deductible. What this does is it makes me postpone getting care. For example, about four years ago, I was given a skin cancer diagnosis, and I didn't get an appointment to get it removed, not for four years. And when I did, it cost me $4,000 out of pocket. I know that I'm not alone in this experience. I know that these decisions are affecting many Vermonters, especially our most vulnerable. That's why I believe that health care is a human right. And then why we should work towards expanding health care to cover more and more Vermonters. And why we need to do everything we can to lower the fastest growing part of health care prescription drugs by allowing Vermonters to import drugs from Canada. Also, since I have a little bit of extra time here, I want to say our health care workers are exhausted. They've passed a lot of them coming out of this pandemic. They've been overworked, asked to work overtime, disrespected, and put themselves at risk. And they did that for us. So I just wanted to say, thank you. Thank you. Irene, what is next for health care in Vermont. I want to agree that health care is a human right, and prescription drug cross need to be brought in line. Our providers are heroically during the COVID pandemic. I don't know if they are feeling appreciated, but we need to check in with them. We continually hear that wages working conditions and patient care ratios are not keeping them in that industry. And that's dangerous for all Vermonters as we lose more and more health care professionals. The legislature needs to look systemically the problems caused by the business of health care, such as the fact that we have one in Vermont that is run by a vertical monopoly. One specific improvement we could make would be to nurture a professional permanent workforce of nurses who have skin in the game as far as patient outcomes are concerned. Higher paid traveling nurses who are not as invested in our community have been brought in degrading morale and patient care. Without intervention, without intervention and regulation by the state, the delivery of health care and retention of our health care professionals may deteriorate still further. I believe that health care also overlaps with, I believe that elder care overlaps with health care. We need to expand programs that allow people to remain in their homes as they age, rather than moving them into nursing homes, which SAP individual savings. And once that money is gone, they depend on Medicaid to pay the bills. We need to be affected by morale. We need to find new ways to keep older residents in the workforce through job restructuring and accommodations for physical constraints such as mobility or hearing challenges that kind of naturally happen as we age. A part-time position or job share can provide sociability, a sense of accomplishment and supplemental income to older workers as they mentor younger ones. Thank you. Ahead of this forum, I asked readers of my newspapers what questions they had for candidates. And I've got a question here from a Milton resident who emailed me. She said that Vermont has compared to other states in the nation, relatively diverse gun laws. But most recently, the state legislature extended the maximum wait period for a background check and also banned firearms from hospitals. So what other reforms, if any, in terms of guns, would you like to see in Vermont? Irene, let's start with you here, please. Sure. Well, first of all, I respect gun ownership as a part of our rural state culture. I support universal background checks with mandatory reporting for all firearm transfers. I support a mandatory waiting period between purchase and possession. And I support the temporary removal of firearms in cases of domestic violence. Thank you very much. Brian, what else would you like to see in terms of gun reform, if anything? Yeah, recent events have reminded us that what we all want is safety. We want to be able to go to the grocery store and come back alive. We want to know when we drop our kids off at school that they'll be there to pick, they'll be there when we go to pick them up. I think any representative in this district should be so concerned. Gun violence is not just a national issue. Alicia Shanks was shot at a school in this district in 2006. Matt took his own life with a freshly purchased gun into 2018. And Professor Reese was shot and killed by a straight bullet during my opponent's time on the Essex Select Board. Most Vermonters believe we need stronger gun safety protections than we have now. We're not as divided as we might think. But what we need are politicians with the guts to act. I'm not going to take away anybody's guns, because I can't. My high level opinion is a gun should be regulated in some similar ways as automobiles, licensing insurance, titling background checks on all sales. Everyone says that they're for common sense gun restrictions. It's just when we get to the details that the political attacks start up again. And this is what I'm talking about the attacks stop progress. So what I would like to do is ask the gun owners of our of our four towns. What common sense gun regulations are okay. And, and what aren't. Can we make background checks universal. What's the reasonable link for waiting period. I would, I would ask about red flag laws, but we passed that this by this biennium. What are the other things that you'd accept. Let's get together and talk, because doing nothing is no longer an option. Irene, you are just briefly mentioned in Brian's response there do you have anything else you'd like to add or I can say that I was on a select board that appointed a firearms discharge ordinance task force that met 17 times and presented a comprehensive report to the select board. Unfortunately, not all members of that select board were willing to take the recommendations of that task force and make any of them. Policy. The board did sit on it from a number of years before revisiting it and re looking at the maps and things, but as a member of a five member board as you can only imagine. You have to go with what the majority thinks. So my personal opinion, unlike as a representative or senator. My vote was not recorded necessarily and put on my record. It was a five member board and you make decisions as a team. Thanks. Thank you. Great, we've got about 10 minutes left here in our forum, believe it or not already time is flying by. So if there are folks listening with questions feel free to pop them in the chat at this time. Let's move on to talk about the climate. What is next for climate policy in Vermont and which initiatives to you should take priority. I've kind of forgotten where we've left off here but Brian let's go to you here with climate please. I'm happy to the, the, the, the, the, the, the, the two highest causes of climate of carbon emissions in Vermont are our transportation and home heating. There's, there's good news and bad news there the good news is is that our, that our grid is is one of the cleanest grids in the country. So we need to, we need to tackle the, we need to tackle those things first. I spoke a little bit about housing and how we should build housing to green standard, which also addresses the, the, the, the climate climate issue at the same time. And why I'm a, why I'm a supporter of the, of the wastewater project in, in, in Westford, that the, what they're doing in Westford shows that that we can, that we can build more housing and do so in a green way at the same time. In fact, not doing it is less green. So in terms of, in terms of transportation, we definitely need to move to, we need to electrify Vermont's fleet. And I support giving, I support giving subsidies to get more electric cars on the road. Mostly because most Vermonters don't buy cars new. So we need to get, we need to get electrical cars on the road now, so that they're depreciating and, and people can buy them used. So, thank you. Great. Thank you. Irene what climate initiatives should take priority for you. Oh, where to begin there is no solution that solves every problem. So of course, electric vehicles which are hot now more installing charging stations as fast as we can and yet we also know that electric vehicles, a lot of minerals to start the batteries and that that's not a permanent solution either to our woes. Innovation is always in season efficiency is always important and I don't want us to forget about those as we get all excited about renewables or the next biggest consumer item to purchase to solve this problem. I was someone who's been out front on the energy scene. Very early, I was a charter member of the Essex Energy Task Force formed in 2007. The NFL campaign, which we can chuckle about now but they were the hot item back then. And we sold 40,000 of them here in Essex to people to get them to scale down their energy use when lighting their residences. I was a hybrid Toyota vehicle in 2005, and I used to joke with the town manager at the time constantly when are we going to get hybrid Priuses for our police department because a lot of times they're idling. And he would always say to me oh you can't get the equipment that you need for the police cars. Well, that's funny because I was overseas a few years later and saw Prius police cars so I quickly texted him a photo. I think a lot of this is political will. A lot of this, as always is just making a commitment to do something and finding out how to do it. When the police facility committee was formed to study how we might build a building to get our police department out of their cramped quarters, because we had promised them for 30 years that we would do so that they would have their own standalone I alone on the select board insisted it had to be energy efficient. I was put down and marginalized and minimized every time I raised the energy question back in 2009 and 2010. So we have come a long way because when that police facility was finally spec they respect to be near net zero. Interestingly enough, during the course of those meetings by the police facility and committee and there are actually three committees long story. We were told that we would have to hire someone to ensure that that building performed properly. The police facility was constructed in the penny wise pound foolish way that some organizations operate that slipped by when came to budget time, and there was no money found to have someone work on that. So here we are years later the police facility has had some trouble being close to net zero because we did not invest as we were told to so there are so many ways that we can do important things but if we only go halfway and we don't do everything that we're supposed to do, things aren't as energy efficient as they need to be and finally I'll just say quickly, Hydro Quebec is not an answer. It floods native lands in Canada to provide green energy to us. Same thing with the McNeil generating plant on a good day it's 24% efficient because I'm told they have to use propane to dry out the wood chips that come down from Canada on the train so all of these things that we point to so proudly as making energy state are not necessarily so so let's lift the cover. Let's be honest with ourselves and let's look for things that are truly saving the planet. Thank you. Thank you. Thank you. We have just a couple minutes after and I want to get in another reader question. Who says that Vermont veterans face unique challenges. How in the Senate would you plan to help them. Brian let's hear from you. You did. You are correct Irene. What can you do for veterans in Vermont. What can I do for veterans in Vermont. Wow, that's a good question. As usual, I'm sure they have concerns that have not yet been addressed and listening to people is my forte and I believe the experts. I don't know more than they do I have not sir but I know that veterans often feel marginalized and forgotten, especially if they're disabled. So they get tax breaks locally, but there is definitely more we can be doing for them health care wise, and in other ways to help them feel part of our communities and an integral part. Thank you. And Brian on to you. Thanks project. Thanks for taking this question. My stepmother is a retired army officer. And it always makes me and my dad laugh when we go on the basis with his military ID, and they call him Colonel Sheldon. My dad was never in the military. My stepmom is Colonel Sheldon so I have two issues that I wanted to talk about in terms of veterans. We shouldn't tax military pensions in Vermont. We have lots of veterans here in Vermont. They do great things for our communities, and we should work to keep them here. One point we were one of 14 states that tax military pensions and, and this biennium we passed a compromise to reduce that tax, but I don't think it went far enough. Also, we need to make it easier for our deployed Vermonters to vote in local elections. I talked about democracy being one of my priorities. Vermont does a pretty good job here, but Vermont needs to remain a leader in voting rights. The issue is here is that if you're deployed on town meeting day to a cave in Afghanistan, you can definitely get your ballot by mail. However, oftentimes it's difficult to find a printer and envelope and post office to get that to mail that ballot back to your town on time. Have you all ever used an online signing system like DocuSign to sign a lease or buy a car? The Secretary of State's office stand up a DocuSign like system or even use DocuSign to help deployed Americans to help our deployed Vermonters so that they can vote in our local elections. Thank you very much. Let's see. We have about two minutes left here. So that's just enough time for each of you to give us a closing statement. Let's keep it to about 30 seconds or so. What final words do you want to leave with voters? Irene. I'm Irene Renner and I advocate for transparent government. I seek out constituents' opinions and incorporate their priorities and concerns into policymaking and budgeting. I've attended 100 meetings each year and summed up the proceedings and made them accessible to residents. During my 12 years as an Essex Select Board member, I never missed a meeting. I take representation very seriously. I continue to ask probing questions, call out inconsistencies, and speak up for marginalized populations. I have a business background working in technology, communication, and human resources. Among civic contributions, I deliver meals on wheels, volunteer at a food shelf, and chair a preschool board. Thank you to town meeting television for hosting, to Bridget for moderating, and to my opponent for participating as well. Thanks Irene. Brian, what final words do you have for voters here? Sure. With all the problems that we're facing, we need to get past partisanship. It's time to stop picking fights. It's time to come together and work to solve problems. I've walked door to door in every town in this district and spoken with hundreds of you. I know what concerns you and I know what concerns your family. I'm going to continue listening to everybody. I'm going to keep doing that work that I've been doing to build coalitions of community voices. Together, let's create outcomes that make a difference. Great. Thank you both very much. Again, my name is Bridget Higdon. This is Irene Renner and Brian Sheldon. They are running for to represent the Chittenden North District. And they are both Democrats in the primary this August. You can request your absentee ballot beginning on June 25, which is just around the corner. So thank you for tuning into town meeting TV for their ongoing coverage of community candidates. You can find this and more forums at channel 17.TV. And don't forget to vote of course on June 9 or excuse me on August 9, or by requesting a mail-in ballot from your town clerk's office as early as June 25. Or by just stopping by. You can just walk into your town meeting or your town offices starting June 25. Wonderful. And that's it from us tonight. Thank you all very much for joining us. And thanks to town meeting TV. Have a great evening.


Pulse thermography is a powerful tool used in the field of non-indistructive evaluation, NDE. However, analyzing the large amount of data generated from this technique requires expertise and can be time-consuming. Deep learning has made significant advances in image segmentation, which has led to the development of deep learning models for NDE applications such as pulse thermography. To evaluate the performance of these models, a new dataset was created with 1,000 images and 2,500 frames of data. Additionally, the effects of different frame numbers and data transformations were studied. The results showed that pre-processing techniques can significantly reduce the size of the data without affecting model performance. This suggests that deep learning methods can be used to make NDE data analysis faster and more accessible to a wider range of practitioners. This article was authored by Ziang Wei, Ahmad Osman, Bernvelesque, and others.