I'm pretty sure this is available somewhere in the bowels of the blogosphere, but I'm reprising it again.  As every securities lawyer and professor knows, there is a funny quirk in the "in terrorem" civil liability statute under the 1933 Securities Act for having violated Section 5 by distributing securities without either registration or an exemption from registration. 

The statute, Section 12(a)(1), gives a rescission right (or "put") to the purchaser, so for a year after the offering, if the value of the shares go down, the purchaser has the right to tender them back and get a refund of the purchase price.  The problem is that the statute makes any person who "offers or sells" in violation of Section 5 liable, but the liability extends to the person "purchasing the security from him."  In other words, there's a glitch if you try to go after somebody who merely offered rather than sold.

The Supreme Court tried to sort this out in a case called Pinter v. Dahl.  There is now a tradition in my securities regulation class where, after we study the case, I sing the following song, set to the tune of the Ballad of the Beverly Hillbillies (Flatt & Scruggs version):

Come and listen to my story bout a guy Maurice,
California boy just a-waitin’ to be fleeced.
Then one day put some money in with Bill
Out in Oklahoma where the wildcatters drill.
       Oil, that is, black gold.  Texas tea.

Well, the next thing you know Maurice is on the dole,
Askin’ lots of friends he knows to throw cash down the hole
Said Beej Pinter is the guy you wanna see
And they each put some money in without an SEC
       Filing, that is.  Form S-1.

Well, now it’s time to figure out if anyone can claim
That someone not the issuer can bear part of the blame
For selling shares unregistered with no gratuity,
To share a heapin’ helpin’ of some liability.
      Section 12(a)(1) that is.  33 Act. 

Write a check.
Y’all invest now, hear?

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Whenever I meet new people who say that they read the blog, about half of them say they always read the Family Film Blogging entries -- who knew?  So, I thought I would start a new category:  ChristyTV Blogging.  Like everyone else, my life is so crazy this month with meetings, travel and deadlines, but I did carve out some special folding laundry time with Grey's Anatomy last night.  There were actually two things that came up during the show that I think are relevant to our discussions here on Conglomerate about law and legal education, but first the chit-chat.

I got a little tired of the "gotchas" in the 2-hour season premiere.  So all of the momentous things you thought were going to happen because of the promos were dreams (yes, just like Bobby Ewing), pranks or jokes.  Grrrr.  That got old.  Grey's has become to me like 90210 in the 1990s.  I don't like Meredith.  She's not likeable, just like Brenda.  I like Izzy, who doesn't seem to be catching much of a plot line these days.  And they keep cutting her hair.  Izzy would be gorgeous bald, but why don't we focus on her character development and not so much on her hair?  But the burning question for me is whether Kevin McKidd (remember Rome and Journeyman, the show the writer's strike killed?) is going to be a regular character.  Kevin McKidd is just like a TV-version of Daniel Craig for me, and well, I won't say anything more because I know that my husband reads the blog, but I have yet to meet a woman who has seen Casino Royale who doesn't feel the same way.

OK, back to the issues.  So, the show opens with Seattle Grace angsting about rankings!  So, in the world of teaching hospitals, their surgical program fell from 2nd place to 12th.  Yikes!  And that sent them from being a Trauma I hospital to a Trauma II.  Now, I know nothing about medical schools, hospitals, or teaching hospitals, but I thought this was a fascinating choice for a plot line.  Also, as a reaction to a fall in the rankings, the chief chose to focus on tightening up the teaching aspect.  I have no idea what the criteria are that teaching hospitals are judged on (it seems to be on mortality, reputation, etc.), but it would be interesting to see how the show maps on to reality.  (This USNWR ranking seems close to the one discussed in the show, with the same non-imaginary hospitals showing up in sort of the same order as mentioned.  Surgery is not one of the specialties ranked by USNWR, however.)

Second, I was really upset by the work environment effects of McDreamy's break-up with Rose.  For non-viewers, McDreamy (Derek) is supposedly the best neurosurgeon in the world who deluded a surgical nurse into believing he was over his ex, only to seduce the nurse and then go back to his ex in a matter of days.  The nurse, Rose, is understandably upset and makes one or two verbal jabs at him during surgery.  Of course, it's not like anyone else at Seattle Grace ever goes off-topic in the OR, spilling their own guts during surgery, telling their superiors to shut up, or telling off fellow doctors.  These jabs from Rose, however, seem unacceptable to McDreamy (who we are supposed to love, love, love) so he suggests she transfer to another unit.  Her response that he should transfer is laughed off (what, me, superneurosurgeon retool because of a love affair -- preposterous).  Eventually, she transfers to Pediatrics from Surgery.  What?  Is this the acceptable solution?  And we are supposed to admire McDreamy for this?  He has sexual relations with a co-worker, after assuring her over weeks and weeks that he is serious about her, breaks up with her abruptly, and feels like the best solution is for the co-worker to change jobs?  Wow.  I don't like Derek very much now either (or the boneheaded, sexist writers, who just wanted an easy way to get Rose out of the picture).

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. . . the HBO series, not the unproductive faculty member.  As long as we're on the topic of summer entertainment, I thought I'd put in a plug for this HBO series that has really grabbed my wife and me.  It went 3 seasons through summer '06, and since we don't get HBO, we're just now working our way through the series on DVD.  At first blush, the Wild-West-mining-town milieu seems a really unlikely backdrop for such a great show--terrific characters, sophisticated story line (complete with historical political economy)--and I could easily have passed it over on initial investigation.  Its "sleeper" quality makes this series especially blogworthy.

As you'll see, it's not Kung Fu Panda--definitely not for kids.  Indulgent profanity, graphic violence, frequent nudity and some sex. The show takes place in 1870s South Dakota, in a little mining camp called Deadwood before its annexation to the Dakota Territory.  Pete Dexter wrote a novel about the same town in the 1980s.  Perhaps the town's biggest claim to fame, to the uninitiated, is that Wild Bill Hickok was killed there in 1876.  The movers and shakers of the town include the two men who run its competing brothels and a reluctant sheriff who fled a similar job in Montana to open a hardware store in Deadwood.  If you can get over the gratuitous profanity and graphic violence, it's a great story that is largely based on real people--including not only Wild Bill Hickok, but also Calamity Jane and George Hearst, father of William Randolph Hearst--each trying to make his/her way in this lawless and violent place.  There is love and death, dreams made and shattered.  The rival brothel owners constantly scheme against each other to take over the town while also trying to advance an advantageous annexation of the town to the United States.  The reluctant sheriff is frustratingly principled about law enforcement, reminiscent of Gary Cooper in High Noon.  There is a Chinatown that suffers its own turf wars.  The dialog is very clever, and the characters have exceedingly sophisticated motivations for a TV show.  Perhaps what I enjoy most is that the (or at least my) perception of who are the bad guys changes over the course of the season, a transformation that is generally not easy to pull off.

Practice tips:

1.  See at least the first 2 or 3 episodes before you decide thumbs up or thumbs down.

2.  If you are getting the DVDs one at a time from Netflix or Blockbuster Online, be warned that the last DVD of each season is a "special features" DVD, with no episodes on it.  At least with Blockbuster, the episodes are not separately described on the website, so we have been twice surprised with the special features disk.  At first, we were frustrated because of our dashed expectations about seeing the next episode right away, but we decided to browse through the special features anyway and were pleasantly surprised.  The historical stuff at the end of season 2 is quite interesting.  Most of the main characters actually existed, and the real story of Deadwood is fun after you've watched the series for a bit.

The special features disk at the end of season 2 is really a paean to David Milch, the executive producer.  Despite its self-indulgent quality, I enjoyed seeing how the show was made.

Check it out.

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That's the headline for a story that, but for the fact that I read newspapers, I would have missed completely. Apparently, I am not alone ...

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Not quite, but close. According to the NYT, one issue remains unresolved:

A final sticking point had been compensation for ad-supported television programs that are streamed over the Internet after their initial broadcast. Companies were seeking a period during which they could stream such shows without paying a residual, and wanted to peg payments for a year of streaming at the $1,200 level established in the directors' contract. Writers were seeking 1.2 percent of the distributors' revenue from such streams, to ensure they would participate in any revenue gold mine discovered on the Web. How that issue was finally resolved in the informal talks remained unclear.

I am not sure whether streaming is a revenue gold mine, but I know that it has changed my viewing habits. I rarely sit in front of a television, but most evenings, after my children are in bed, I am in front of my home office computer, which is connected to cable television and the internet. This is my time to catch up on the day's email and blog reading, and I sometimes multi-task by playing an old episode of Chuck or Pushing Daisies.

Both shows are out of fresh content. So settle that strike, and give the writers their due.

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Joey Bishop, the last surviving member of the Rat Pack, is dead. The Rat Pack was popular before my time, but each of the members remained popular among my parent's generation, and some of my earliest memories of television are tied to Dean Martin, Frank, Sinatra, Sammy Davis Jr., and Joey Bishop. (Not so much for Peter Lawford.) When I heard about Joey Bishop's death, I decided to stroll down memory lane with YouTube and found this commercial for Hai Karate, which was the Axe of its day ...

My older brother had some Hai Karate, and it may have been my first aftershave, though it did not have the same effect off camera.

By the way, would you recognize Joey Bishop's male sidekick without the prompt at the beginning of the video? If you wouldn't recognize his face, you surely would recognize his distinctive voice.

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One fond memory I have of growing up was the fanfare with which the new fall TV season arrived.  Of course, I was most interested in the Saturday morning line-up, which was introduced with a prime time special the Friday night before the new season.  For some reason, that Friday night special marked the beginning of Fall more than anything -- maybe because I grew up in a region where Fall is a function of the calendar, not the weather.  As an adult, though, I'm usually ignorant of the Fall TV changes.  We don't watch a lot of television, and what we do watch is generally not on the networks and not subject to the network seasons.  However, this Fall we are watching more prime time TV than usual as a byproduct of looking for hands-free entertainment compatible with holding the best baby in the world.  Therefore, we've actually seen quite a few of the new shows and season premieres.

So, what are we watching?  Two new shows seem to have great potential for us -- Journeyman and Pushing Daisies.  We were prompted to watch Journeyman out of our love for Kevin McKidd, who we have missed since Rome fell off the HBO schedule.  The plot conceit is interesting, but so is the backstory, which is only being told in bits and pieces.  Because the story centers around time travel, though, we keep waiting to see if and when the show will fall apart logically. 

Our fourth-grade daughter wanted to see Pushing Daisies because she thought the romantic setup in the previews was cute -- man can bring dead people back to life by touching them once, then send them back by touching them again, which is handy except when he brings his childhood sweetheart back to life and now can have a life with her as long as he doesn't touch her.  So far, the show is very charming and not too adult for her to watch.  (Paul thinks it is very Moonlighting-like.)  However, we will probably start taping it to watch with her later so we can fast forward through the many commercials for Dirty Sexy Money, which are too adult for her to watch!

What are you watching?

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For various reasons, I wind up with about one hour a night to watch non-Nickelodeon television, if I'm lucky.  So on Sunday night, I had to choose between the season finale of The Tudors and the series finale of The Sopranos.  (Yes, I stopped watching Sopranos regularly a season or so ago, but I had to know how it ended!)  I chose to watch The Tudors, saving The Sopranos until last night.  Of course, that meant that I had to defer watching the season premiere of Big Love until tonight.  I feel out of sync with the rest of the world.  Yesterday, I could barely read blogs because I wanted to avoid any Sopranos spoilers.

So, what's my take so far, with 2 out of 3 shows watched?  Interestingly, the finales of both Tudors and Sopranos were similarly frustrating.  The Tudors seems to be showing the Reformation in real time.  Every episode could be blurbed the same:  "Henry tries a new tactic to obtain a divorce from the Pope, but his efforts fall short, leaving him increasingly frustrated."  I thought for sure that the finale would at least end with his annulment from Katherine, but it did not.  The final episode didn't seem to move the plot along any more than the other episodes, except that Thomas More seemed to go from humanist with integrity to barbecuer of would-be reformers in about thirty seconds.  (Best line of show came when Henry asked angrily how many reformers Thomas had burned, and Thomas assured Henry that all six were legal and "well-done.")  The final irony of the finale came when it literally ended in (children avert your eyes) coitus interruptus.  As Anne Boleyn wants to keep Henry's attention until the annulment comes and wants to avoid having any offspring declared illegitimate, you can guess at the last scene of the season.  There are a lot of puns I'm avoiding here, but let's just say the season ended abruptly without any real resolution.  But 2008 is just around the corner!

And of course The Sopranos, as everyone but me knew yesterday, also had something of an abrupt ending, leaving viewers everywhere feeling very frustrated, especially after the thick tension of the last scene in the diner.  I would bet that the guy in the Members Only jacket comes back from the restroom and gets down to the whacking business.  But we'll never know!

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Did you notice the new offering from CBS?  According to the W$J, Kid Nation "will take 40 children and set them up in an abandoned New Mexico town. Cameras will follow them as they try to set up their own society without adult supervision."

I assume everyone has the same initial reaction to this concept description: Lord of the Flies! But TV Week reassures us:

"Kid Nation," from Emmy-winning "Extreme Makeover: Home Edition" producer Tom Forman, placed 40 "over-achieving" kids ages 8 to 15 in the abandoned town of Bonanza City, New Mexico. For 40 days, the group elected leaders, passed laws, established a local economy and performed chores to build a functioning society.

Sources close to the deal emphasized the show is not "Lord of the Flies" or "'Survivor' with kids." There are no eliminations, but participants can go home if they choose. The kids do not have to find food and shelter, but did live in "primitive conditions," without modern comforts, and are responsible for cooking their own meals.

Each episode will conclude with a warm, "Extreme Makeover"-style moment, where a member of the group is rewarded for his or her work by the show's host -- the only on-camera adult in the series.

I am having a hard time wrapping my mind around this show. Associating the show with  "Extreme Makeover" banishes images of "Piggy" but makes the show sound like a mixed-gender scout camp. How many episodes before the first panty raid?

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Okay I will admit that I am a huge American Idol fan.  Of course, I do appreciate its flaws, including the fact that it does not necessarily result in America choosing the "best" singer, and that it is often a vehicle for shameless self-promotions.  This latter is evidenced not only by the "videos" in which contestants promote products, but also by the various celebrities who just happen to be in the audience on a date close to their upcoming movie/TV show/latest CD release.  Nevertheless, I enjoy the singing and I do think the show gives some people with real talent a potentially life-altering opportunity to showcase their talent.  And of course whatever I may think of the show, it is a huge hit, which means big money.  And last night the show made an effort to "give back" some of its success, and I am among those who think that the show's efforts were commendable. 

American Idol got several corporate sponsors to agree to donate money to charities that fight hunger in the US and Africa.  On American Idol, the voting for contestants occurs through telephone calls or text messaging.  Usually the audience has two hours to vote via a toll free number, and callers can vote as many times as they like for their favorite contestant.  Last night, voting was open for four hours and American Idol sponsors agreed to make donations in connection with the calls the show received.  Idol often gets more than 30 million calls--so that agreement could potentially translate into a lot of money.  The show has been vague on how much sponsors would donate.  However, last night, I believe the host of American Idol indicated that sponsors would donate ten cents for every call received up to a maximum of 50 million calls.

To be sure, the "gives back" campaign could just be a plug for good will, and the donations being made may just be a "drop in the bucket" in the context of the amount of profit the show ultimately generates, but it is nevertheless a good deed that is worthy of recognition.  American Idol has become a phenomenon that translates into big business and millions of dollars in profits.  I appreciate the Idol using the show as a platform to raise awareness about, and money for, hunger.  Moreover, I appreciate the fact that the show got the audience to participate.  In fact, fans of the show could make individual donations to charities.  Given the many young people who watch American Idol, last night's show sent a positive message that giving back is an important part of being a success in business or otherwise.  Hence, regardless of what one may think of the motives, I applaud the show's efforts to use even a portion of its success to try and impact issues of social and economic significance.

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Arizona lawprof Jack Chin describes his appearance on Jon Stewart's The Daily Show. The video is here. Interesting stuff.

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Rupert Murdoch has announced the creation of the Fox Business Channel, which will be "more business friendly than CNBC." Roger Ailes, the chairman and chief executive of Fox News, has been charged with developing the channel. Ailes said, "We don't get up every morning thinking business is bad." And this: "Many times I've seen things on CNBC where they are not as friendly to corporations and profits as they should be."

I am trying to imagine this new, business-friendly channel. Will the stories be like the feel-good segments shown on overseas flights? Or perhaps like Wallstrip? Apparently not. Neil Cavuto will be the public face of the channel, and he described it this way: "We're going to be a channel for America -- not for old white men with money. We want to reach women, minorities, young people."

"Old white men with money"? You mean, like Rupert Murdoch?

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Miranda and I are fans of the CBS show Numb3rs -- I mean, how can we not watch a show about math professors?  "We All Use Math Every Day," as the show says.  There's even a Numb3rs Math Blog from the math department at Northeastern University, in case you want more in-depth analysis of the math. 

As if that wasn't enough to keep a couple of taxprofs addicted to the show, last week's episode introduced a new character, Dr. Mildred French, as the new chair of the math department.  Chaos ensues:  Charlie gets chewed out for spending too much time on his consulting and not enough time on his teaching and serious research; he groans about his assignment to the admissions committee; his girlfriend Amita gets rewarded (?) with an assignment to the curriculum committee, but she's also called out for hogging the campus supercomputer, wearing inappropriate attire, and for canoodling with Charlie (her former mentor) and not establishing her identity as a professor rather than the grad student she used to be.

The campus novel is well established genre, but I believe this is the first time a prime time television show has featured an overbearing chair, crappy committee assignments, and taking on too much consulting work as key plot elements.  Keep it up, CBS. 

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In my hometown (Lubbock, TX) recently, reality TV producers did casting calls for bachelor farmers or ranchers (between the ages of 25 and 35) who would like to take part in a "Green Acres" type show that will introduce them to single city women who would like to marry them.  The show will be called "The Farmer Wants a Wife."  The show also plans casting calls in  Lincoln, Nebraska; Des Moines, Iowa; and Springfield, Missouri.

The producers are looking for someone who has "crops and animals."  Because crops aren't particularly funny, but animals present funny opportunities for people to embarrass themselves.

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Kudos to James A. Baker III, known to readers as former Chief of Staff for Reagan and Bush 41, Secretary of State and Secretary of the Treasury, but known to Baker & Bottsians as "the big guy on 38."  Baker went on The Daily Show with Jon Stewart a few weeks ago to plug his new book, Work Hard, Study and . . . Stay Out of Politics.  (The book's title came from advice that his grandfather, Captain James Baker, gave to associates at Baker Botts.) 

In the last minute or so of his appearance, Stewart put him in "The Seat of Heat" and asked him the following question:  The boat goes down.  Choppy seas.  One life vest.  You're on the boat with 41 and 43 -- who do you give the life vest to?  Almost as soon as he says the question, Stewart realizes his big mistake!  You can watch for yourself.

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We are late to this story, but I was sad to hear of Steve Irwin's death. His enthusiasm was infectious, and he made me laugh out loud. Ann noted yesterday the speed with which Wikipedia was updated with details about his death. This morning, I notice the entry for "Crikey" also refers to "the late Steve Irwin."

As many have observed, the string ray is not supposed to be an agent of death. Indeed, a Google search of "Australia's most dangerous animals" led me to australianfauna.com, which lists the following as "Australia's Top Ten Dangerous Animals":

1. The Box Jellyfish

2. Irukandji (A Jellyfish)

3. Salt Water Crocodile

4. Blue Ring Octopus

5. Stone Fish

6. Red Back Spider

7. Brown Snake

8. Tiger Snake

9. Great White Shark

10. Funnel Web Spider

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Take a look at this graphic from the NYT:

Another "Big Three," each of which has roughly halved its market share over the past 20 years. Of course, that graph tells a story about advances in telecommunications: we don't need the evening news programs for information and pictures like we did in 1980. Honestly, I cannot remember the last time I watched one of these programs, but I would be surprised if it were within the past year. Which is why Katie Couric's move from Today to the CBS Evening News is a non-event in my household.

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Larry Ribstein weighs in on how Big Love is really about gay marriage and how he's waiting for Bill to decide not to go public because of the costs of SOX.

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Last night I took a break from grading to watch Sunday night's episode of Big Love.  Ann Althouse is losing interest because the show focuses on financial problems.  Exactly!  You could teach a whole semester on the financial transactions on the show.  For example:

1.  What kind of interest does Roman have in the HomePlus stores?  Last episode, we got the impression that Roman had made a loan to Bill, but in return he gets "15 percent of the (revenues?  profits?) store."  So, is he a creditor?  Is he a partner?  We don't get to see the documents, but how is it worded?  Does the 15 percent cover new stores?  Bill sort of admitted last week that it probably did.  The have now settled, but we know that Bill will never be "free" as long as Roman can expose his illegal marriages.

2.  Should Bill engage in his sale-leaseback plan?  This week, Bill made plans to sell the two stores to "the bank" for $5 million and lease them.  This gives Bill instant cash to sink into the third store, but he loses his equity and will have a drain on revenues.  Good idea?  Bad idea?  How does it affect the balance sheet?

3.  How much does reputational capital and branding matter?  The success of HomePlus seems to hinge on Bill's reputational capital.  If he is exposed, his stores will suffer.  His marketing expert wants him to play up reputational capital and brand HomeStore as the LDS family values store, with commercials that have subtle and not-so subtle visual clues as to the (presumed) religion of the owners, employees and customers of HomePlus.  This branding will give HomePlus the edge in Salt Lake City over Wal-Mart, Home Depot and Lowe's.

4.  Is Bill obligated to repay Nicki's debt?  Nicki has $58,000 in credit card debt.  The cards are in her name only and Bill did not know about them.  Nicki and Bill are not legally married.  Does she have any claim against him for contribution to her debts?  Would a creditor?  I would say no to creditors, but I don't know if she has any rights against him for support.  Why doesn't Bill just let Nicki declare bankruptcy?  She owns nothing -- not her house or her car.  Bill says he will repay her credit cards because "it's the honorable thing to do."  Nicki is like an off-balance sheet, non-recourse special purpose vehicle -- I say let her declare bankruptcy.

My biggest question has nothing to do with corporate or commercial law, though.  How do these people have health insurance?  The two non-legal wives have had four babies.  Do they just pay cash?  Do the babies have social security cards?  Who is the father on their birth certificates?  In some ways, the show is like Third Rock from the Son or My Favorite Martian -- put someone who doesn't fit into our social norms and legal system into day-to-day life and see how long you can hide them in the attic.

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I've had this HBO sitting around on my TV since Rome ended, so last night I thought I'd be daring and watch the "Sopranos/Big Love Premiere Night."  Watching them back-to-back was interesting in itself -- they are same show.  You have normal people, living lives that most of us can never conceive of living.  So, we are fascinated by how normal, everyday events unfold in these inconceivable, under-the-radar, outside-the-law lives. 

Characters even said the same dialogue.  Tony tells A.J. that the only people that will ever be there for you are your family.  Bill's mom tells that the only people that will ever be there for you are your family.  Tony has a meeting with another mob guy in a parking lot about percentages and whether this deal is the same as a previous deal.  Bill has a meeting with the "prophet" in a parking lot about the same exact thing.  Tony is pulled into caring for his uncle, who he should probably stay as far away from as possible.  Ditto for Bill and his father.

What I thought was interesting about Big Love was the breakdown of the incentive structure.  My husband and I fight all the time about whether socialism can ever work.  I also point out that families are socialist, and they work.  Ah, but in the Big Love extended family, socialism seems to break down.  Why should Barb work so hard to become a teacher if her paycheck gets signed over to pay for Nicki's credit card habit?

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One night a year I get to pick the prime-time television show in this household, a household that continues to bring down the "number of televisions per household" statistics.  Tonight is that night, and I pick the Academy Awards.  I love the Oscars.  I understand that in the past week or so the question kept popping up as to why middle America should watch an award ceremony so out-of-touch with most Americans.  Here is my answer.

Most Americans did not see the movies nominated.  So?  I did.  Zillions of Americans read books by Nicholas Sparks and John Grisham.  This does not mean that they should get the Booker Prize or be read in English literatures classes fifty years from now.  I am glad that not all movies have as central goals to merely entertain.  Some movies I could watch over and over, like Grease 2.  Some movies, like Schindler's List, I saw once, but that was all I needed to see it.

The movies nominated have political agendas.  Every creation meant for an audience has an agenda.  The agenda may be personal or not easily categorized, but many works build on universal themes from a perspective not universally held.  That is what makes these works memorable.  Thinking of other Academy Awards shows, many "best pictures" had liberal political agendas.  Perhaps this continuing occurrence seems notable now because of its dissonance with the political leanings of other parts of the country.

The movies nominated are manipulative.  Every creation meant for an audience is meant to persuade or change someone's mind.  To do this, whether in comedy or in advertising or in a blockbuster movie, the creator uses the assumptions of the audience and takes the audience somehwere unexpected. 

All this aside, I do think it's odd that this awards ceremony has its own "agenda."  What is with this "some movies are meant only for the big screen, not for DVD players" theme?  And did Jake Gyllenhaal not seem to ask the audience to realize that he was just reading his lines off the teleprompter and that he was uncomfortable being the messenger of this theme?  I thought that to prove this point, the "epic" montage probably should have stuck with Gone With the Wind and Ten Commandments.  But Grease?  I did see Grease on the big screen five times, but then I've seen it on the small screen probably 50 times since, and it's pretty much the same.

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My former student, Amanda Hill, got the "good-bye" signal from Martha last night.  I haven't watched the episode yet, but on the website, the jist seems to be that Amanda was not a "team player."  Now, that may just be rhetoric, but it may also be true.  But maybe it's not her fault.  She went to law school.  Law school is competitive.  We all know the speech -- grading curves mean that others improve to my detriment and vice versa.  There are no team projects.  We do not grade on how well one works in a team.  (There may be some exceptions here, but bear with me.)  Amanda is up against MBAs who are used to working in groups and who do so at work. 

We did watch last week's episode, though, and I did want to give Amanda a call (assuming time travel).  I think Amanda felt that the goal of each task was to win.  Nope.  The goal is to contribute to your team's efforts in such a way that makes the team more likely to win but ensures that if your team loses that the project manager will appreciate your efforts enough not to tell Martha you should go.  Amanda played to win, even if she annoyed her team.  So, when her team finally lost, guess who got the boot?  I do think that Amanda was substantively a very strong player, though, so I'm sorry to see her go.  I think Dawna will be the winner.

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I would like to give you an update on last night's episode of Rome, but I watched most of the show with my eyes shut.  Yikes.

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We now interrupt our regular programming of law schools/rankings/ssrn talk to bring you something important -- popular culture.  If ProfB had not admitted it first, I would not have the strength to admit that I am addicted to HBO's new series, Rome.  Although I had doubts after the pilot (probably due to my huge expectations), I can now say that the only non-family programming that I watch with any frequency is my Sunday installment of Rome.  (And Rome is almost by definition "non-family programming.")

I do disagree with ProfB's characterization of Vorenus as a "puritanical prig."  Vorenus is the ultimate Republican (both big and little "r").  He loves the republic.  He believes that the gods love the republic.  He is the one of the few truly religious characters among many falsely religious characters.  He believes in the military, he believes in the Senate, and he believes in the rule of law.  He was faithful to his wife during the 7 1/2 year that he was fighting the Gauls.  He is brave and merciful.  I think Vorenus and his wife are interesting because they are the glimpse of the middle class.  Vorenus was a soldier, then he came home and became a merchant, and now he is standing for political office. 

I also like Titus Pullo, who seems to have come to a nadir in his story arc.  Pullo is a more intelligent Lenny from Of Mice and Men.  His caring for Vorenus and his wife leads him to torture and kill the brother-in-law lover and his care for the slave Eirene caused him to impulsively kill Eirene's fiancee.  I hope things get better for him.

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I don't watch a lot of network television, so I was surprised to open up the Texas Bar Journal today and find out that a former student of mine, Amanda Hill, is a finalist on The Apprentice:  Martha Stewart!  Amanda was one of my first students in 1998-99 when I was a teaching fellow at Texas Tech Law School.  She was one of my best students that year and is now an attorney in Austin.  According to the website, she is still in the running.  If anyone watches the show, let me know how she is doing!

Maybe she'd like to guest blog about her experience. . . .

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Yesterday I added HBO to our cable package so I could watch Rome.  I recorded and watched the six episodes of the mini-series Empire, so I thought Rome would be even better.  I'm not so sure.  Sure, there's more graphic violence and naked women, but I'm not sure the show is much better.  Of course, now I've paid my $10 ($15 with tax), so I'll watch it next week.

For starters, there is no likable character so far.  I have to have one person that I care about.  In Empire, I liked Tyrannus and Camane, the Vestal Vigin.  Octavius grew on me.  No such characters in Rome.  The juxtapositions are interesting.  In Empire, Octavius was an 18-year-old hedonist, with neither the appetite or the strategem for politics, but he was conflicted and rose to the occasion.  In Rome, Octavius seems pre-pubescent and selfish to the point of cruelty.  Although physically immature, he wraps up the hour-long premiere with three sentences that explain everyone's actions to the Roman officers.  Oh, you thought Caesar was depressed and confiding in Brutus, while Brutus drunkenly spilled the beans to Pompey?  No, that was Caesar's plan all along, and I know this, even though I'm 13, I haven't seen Caesar in 8 years, and no one talks to me about anything.  Psychic or savant, this deus ex machina device was jarring.

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All Alone is All We Are.  Except for our iPods.

I am feeling some existential angst lately, brought on by Nate Fisher and Six Feet Under.  Ann Althouse shares my fascination with the show (but not my angst), and she has been posting about the NARM episode, eco-burial, the architecture of the Fisher house ... which has led me to think more about the relationship between Gen X and branding.  And a NYT article from the weekend discussed Gen X and branding.  Does my generation have a special relationship to consumer products?

(If you are not caught up on the show, you may want to stop here.  If you are caught up or don't care, read on below the fold.)

Six Feet Under has been intense lately.  Nate Fisher, the older brother, died of a sudden stroke ("Narm" -- numb arm -- was the last word he uttered as he collapsed).  Nate was the conflicted moral center of a deeply conflicted show. 

Nate turned 40 this year, which places him at the front end of Generation X.  More to the Gen X point, a flashback with Claire last week showed Nate distraught over the death of Kurt Cobain.  The title of the episode, All Alone, refers to Cobain's lyrics, "All in All is All We Are."  All alone.  Grunge and Seattle may have passed on, but existential angst is still right here, still defining my generation.

What I am interested in is my generation's relationship to brands and consumer products.  Gen X's relationship to products is more complicated and nuanced than either the boomers' or Gen Y's.  My branding paper brings a Gen X flavor to analysis of corporate deal structure. Traditional economic analysis assumes that consumers focus on attributes like price and quality when they buy products.  The internal corporate governance of the manufacturer would seem to be irrelevant. But as the purchasing power of Gen X increases, that sort of un-branded analysis doesn't work any more.

A bit of background:  Gen X refers to those of us born between 1965 and 1977, more or less.  I'm right smack in the middle.  Irony is our defining characteristic.  We are labeled underachievers and slackers, but we created the dot com boom.  We are idealists, but we reject the naivete of the 60s.  We grew up in an "accelerated culture," watching way too much TV. We are postmodernist, not modernist.  (Although pomo predates us, our generation was probably the first to really embrace it and incorporate it into our pop culture.) 

Whereas modernist critics resist advertising and branding, we resign ourselves to it.  We understand and accept that our identities are shaped by the things we buy.  The purchasing decision is not primarily about functionality.  It is about shaping our identity. 

Boomers are different.  Baby boomers tend to fall to either extreme in their relationship to brands.  Either they fully embrace the consumer lifestyle, irony-free, living in the suburbs and accumulating wealth.  Or, influenced by the sixties, they resist.  They boycott products.  They move to Boulder.  They avoid brand names as much as possible.  They think corporations are evil. 

Gen X doesn't boycott.  We don't fight consumerism, at least not in the same way.  Instead, we accept that marketing suffuses our very identity.  Going to the supermarket isn't just about buying food.  It is about defining ourselves.  Some Gen Xers buy Kraft Macaroni and Cheese, seeking a nostaligic substitute for the home life they were denied as latch-key kids.  Other Gen Xers, knowing that Kraft is owned by Phillip Morris, opt instead of an upscale organic brand.  But either way it's not just about the mac and cheese.

Back to Six Feet Under.  Nate's character has always reflected my generation's dreams and troubles, from the life he led in Seattle (where he worked in a crunchy food co-op), to his troubled relationships with Brenda and Lisa, to his resignation to life as a funeral director -- exactly the life he always wanted to avoid.  And yet he never let go of his idealism, comforting people, turning to Quakerism.  He even told his brother he wanted an eco-friendly burial -- literally the last purchasing decision one can make.  For our generation even death requires a socially-conscious purchasing decision.  Even death is branded. 

All of this supports my broader idea that brand image matters, and corporate deal structures are starting to reflect this.  Gen X is acutely aware of the statement one makes by buying a product.  I don't mean to suggest that it's all about social responsibility.  Often it's about some other statement.  We buy Minis, TiVos, iPods, and Treos, we fly JetBlue, we shop at Whole Foods, and we embrace Google.  Or we buy SUVs, monster Bugaboo strollers, and Black Dog T-Shirts and totebags or bumper stickers that show that we summer in MV or ACK.  Shopping defines us. For a branded generation, products are not about what they do for us. Products serve as a delivery vehicle for whatever brand image we embrace. 

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The NYT time ran an op-ed bemoaning the depiction of TV dads as bumbling doofuses.  I have heard others riff on this theme before; I think Bainbridge has posted on the topic.  In this post-PC era, it smacks of reverse discrimination to portray the mom as level-headed and the dad as a ditz -- like unseemly affirmative action for the Lucy/Ethel/Edith era.

The article reminds us that dads used to be level-headed.  I began thinking not of Ward Cleaver, but of Mr. Huxtable, Mr. Keaton, and Mr. Willis.  But the difference between family sitcoms of today and sitcoms of the 80s (Cosby Show, Family Ties, Diff'rent Strokes) and even late 70s (Welcome Back, Kotter, Good Times) is that family sitcoms used to feature level-headed parents and zany kids.  The formula today is the opposite.  Zany parents (yes, usually the dad) and level-headed kids.  In some cases, the kids in the "family sitcom" are virtually invisible.  Does Raymond actually have kids?  In fact, the family sitcom is a dying breed among the Friends and Seinfeld generation, so even sitcoms with families have to go more for the big, often vulgar, laughs than for the heart-warming morality tales that used to be delivered by cute, charming chidlren.

So, if the formula is for one of the parents to be zany, then one of the parents is going to have to be abnormal, and probably sub-normal.  Genius parents, sensitive parents, and well-organized parents aren't funny.  So, one half of the parents will be a well-regarded comedian.  Most famous comedians are men.  A-ha!  Zany dad.  Even if you wanted to have the mom be the zany one, people won't watch unless the mom is also attractive.  Hmmm.  Famous female comedian and television attractive.  Small pool to choose from.  (Malcolm's mom comes to mind.)  So, let's flip this Iron John moaning on its head.  Maybe the over-representation of doofusy dads is more an over-representation of male comedian stars over female comedians.

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