history

The history of the Poison Pill

business, history, law / /

From Len Costa “The Perfect Pill” (Legal Affairs: March/April 2005):

THE MODERN HISTORY OF MERGERS AND ACQUISITIONS divides neatly into two eras marked by a landmark ruling of the Delaware Supreme Court in 1985. Before then, financiers like T. Boone Pickens and Carl Icahn regularly struck terror in the hearts of corporate boards. If these dealmakers wanted to take over a company in a hostile maneuver, break it into pieces, and then spin those pieces off for a profit, it was difficult to stop them. But after a decision by the Delaware court, directors regained control of their companies’ destinies.

The directors’ trump card is a controversial innovation technically called a preferred share purchase rights plan but nicknamed the “poison pill.” Its legality was affirmed unequivocally for the first time in the Delaware ruling of Moran v. Household International. By the unanimous vote of a three-judge panel, the court held that a company could threaten to flood the market with newly issued shares if a hostile suitor started buying up lots of its stock, thus diluting the suitor’s existing holdings and rendering the acquisition prohibitively expensive. …

Still, both sides agree that the poison pill is an ingenious creation. “As a matter of lawyering, it’s absolutely brilliant,” said Stanford University law professor Ronald Gilson, a longstanding critic who nonetheless considers the poison pill to be the most significant piece of corporate legal artistry in the 20th century. …

If a hostile bidder acquires more than a preset share of the target company’s stock, typically 10 to 15 percent, all shareholders-except, crucially, the hostile bidder-can exercise a right to purchase additional stock at a 50 percent discount, thus massively diluting the suitor’s equity stake in the takeover target.

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Kaspar Hauser

commonplace book, history, language & literature, weird / /

From Damn Interesting’s “Feral Children“:

One of the more mysterious cases is that of Kaspar Hauser, who was discovered in Nuremberg, Germany in 1828. He was unsteady on his feet, held a letter for a man he had never met, and only spoke the phrase “I want to be a horseman like my father is.” The letter was addressed to the captain of the 4th squadron of the 6th cavalry regiment:

Honored Captain,

I send you a lad who wishes to serve his king in the Army. He was brought to me on October 7th, 1812. I am but a poor laborer with children of my own to rear. His mother asked me to bring up the boy, and so I thought I would rear him as my own son. Since then, I have never let him go one step outside the house, so no one knows where he was reared. He, himself, does not know the name of the place or where it is.

You may question him, Honoured Captain, but he will not be able to tell you where I live. I brought him out at night. He cannot find his way back. He has not a penny, for I have nothing myself. If you do not keep him, you must strike him dead or hang him.

Kaspar was about sixteen years old, but he behaved like a small child. At first, when a mirror was handed to him he would look behind it trying to find the person behind the mirror, and he burned his hand while touching a candle’s flame in curiosity. Kaspar had excellent night vision and a keen sense of smell. He detested meat and alcohol, and was offended by the smell of flowers. Unlike many of the other cases described here, Kaspar did learn much over time, eventually learning to speak enough to describe the small cage in which he had been raised, and the mysterious keeper who finally released him outside of town. But about five years after appearing from nowhere, Kaspar was assassinated. The reason for his murder might be because some believed he was the missing heir to the throne of Baden. His assassin lured him away under the pretense that they would reveal who his parents were, and stabbed him fatally in the chest. The mystery of his early life and violent death has never been satisfactorily answered.

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Clarabell the Clown’s final – and only – words

commonplace book, history / /

From The New York Times‘ “Lew Anderson, 84, Clarabell the Clown and a Bandleader, Dies“:

Lew Anderson, whose considerable success as a musician, arranger and bandleader paled before the celebrity he achieved as Clarabell the Clown, Howdy Doody’s sidekick on one of television’s first children’s shows, died on Sunday in Hawthorne, N.Y. …

“Well, his feet are big, his tummy’s stout, but we could never do without,” Buffalo Bob Smith and the Kids of the Peanut Gallery sang in appreciation of his character, in a baggy, striped costume, who communicated by honking a horn for yes and no, Harpo Marx style.

Other times, Clarabell the Clown made his feelings known by spraying Buffalo Bob with seltzer, or playing a trick on him that everybody but Bob figured out immediately.

Before there was Big Bird, Barney or SpongeBob, there was Howdy Doody and his friends in Doodyville. Baby boomers grew up with “The Howdy Doody Show,” which began in December 1947 at a time when only 20,000 homes in the country had television sets. It was the first network weekday children’s show, the first to last more than 1,000 episodes and NBC’s first regularly scheduled show to be broadcast in color.

When it ended on Sept. 24, 1960, after 2,243 episodes, it was Clarabell who had the show’s last words. Since until then he had only honked, they were also his first words.

The camera moved in for a close-up of Mr. Anderson, who had a visible tear in his eye. A drum roll grew louder and then died. With quivering lips, Clarabell whispered, “Goodbye, kids.” …

In the late 1940’s, he joined the Honey Dreamers, a singing group that appeared on radio and early television shows like “The Ed Sullivan Show.” The group appeared on a musical variety television show Mr. Smith produced for NBC.

When the Clarabell part opened up on Mr. Smith’s other show, “Howdy Doody,” Mr. Smith and the other producers asked Mr. Anderson if he could juggle. “No.” Dance? “No.” Magic tricks? “No.” What can you do? “Nothing.”

“Perfect, you start tomorrow,” Mr. Smith said.

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Failure every 30 years produces better design

art, business, history, science / /

From The New York Times‘ “Form Follows Function. Now Go Out and Cut the Grass.“:

Failure, [Henry] Petroski shows, works. Or rather, engineers only learn from things that fail: bridges that collapse, software that crashes, spacecraft that explode. Everything that is designed fails, and everything that fails leads to better design. Next time at least that mistake won’t be made: Aleve won’t be packed in child-proof bottles so difficult to open that they stymie the arthritic patients seeking the pills inside; narrow suspension bridges won’t be built without “stay cables” like the ill-fated Tacoma Narrows Bridge, which was twisted to its destruction by strong winds in 1940.

Successes have fewer lessons to teach. This is one reason, Mr. Petroski points out, that there has been a major bridge disaster every 30 years. Gradually the techniques and knowledge of one generation become taken for granted; premises are no longer scrutinized. So they are re-applied in ambitious projects by creators who no longer recognize these hidden flaws and assumptions.

Mr. Petroski suggests that 30 years – an implicit marker of generational time – is the period between disasters in many specialized human enterprises, the period between, say, the beginning of manned space travel and the Challenger disaster, or the beginnings of nuclear energy and the 1979 accident at Three Mile Island. …

Mr. Petroski cites an epigram of Epictetus: “Everything has two handles – by one of which it ought to be carried and by the other not.”

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A technical look at the Morris Worm of 1988

security, technology / /

From Donn Seeley’s “The Internet Worm of 1988: A Tour of the Worm“:

November 3, 1988 is already coming to be known as Black Thursday. System administrators around the country came to work on that day and discovered that their networks of computers were laboring under a huge load. If they were able to log in and generate a system status listing, they saw what appeared to be dozens or hundreds of “shell” (command interpreter) processes. If they tried to kill the processes, they found that new processes appeared faster than they could kill them. Rebooting the computer seemed to have no effect within minutes after starting up again, the machine was overloaded by these mysterious processes.

… The worm had taken advantage of lapses in security on systems that were running 4.2 or 4.3 BSD UNIX or derivatives like SunOS. These lapses allowed it to connect to machines across a network, bypass their login authentication, copy itself and then proceed to attack still more machines. The massive system load was generated by multitudes of worms trying to propagate the epidemic. …

The worm consists of a 99-line bootstrap program written in the C language, plus a large relocatable object file that comes in VAX and Sun-3 flavors. …

The activities of the worm break down into the categories of attack and defense. Attack consists of locating hosts (and accounts) to penetrate, then exploiting security holes on remote systems to pass across a copy of the worm and run it. The worm obtains host addresses by examining the system tables /etc/hosts.equiv and /.rhosts, user files like .forward and. rhosts, dynamic routing information produced by the netstat program, and finally randomly generated host addresses on local networks. It ranks these by order of preference, trying a file like /etc/hosts.equiv first because it contains names of local machines that are likely to permit unauthenticated connections. Penetration of a remote system can be accomplished in any of three ways. The worm can take advantage of a bug in the finger server that allows it to download code in place of a finger request and trick the server into executing it. The worm can use a “trap door” in the sendmail SMTP mail service, exercising a bug in the debugging code that allows it to execute a command interpreter and download code across a mail connection. If the worm can penetrate a local account by guessing its password, it can use the rexec and rsh remote command interpreter services to attack hosts that share that account. In each case the worm arranges to get a remote command interpreter which it can use to copy over, compile and execute the 99-line bootstrap. The bootstrap sets up its own network connection with the local worm and copies over the other files it needs, and using these pieces a remote worm is built and the infection procedure starts over again. …

When studying a tricky program like this, it’s just as important to establish what the program does not do as what it does do. The worm does not delete a system’s files: it only removes files that it created in the process of bootstrapping. The program does not attempt to incapacitate a system by deleting important files, or indeed any files. It does not remove log files or otherwise interfere with normal operation other than by consuming system resources. The worm does not modify existing files: it is not a virus. The worm propagates by copying itself and compiling itself on each system; it does not modify other programs to do its work for it. Due to its method of infection, it can’t count on sufficient privileges to be able to modify programs. The worm does not install trojan horses: its method of attack is strictly active, it never waits for a user to trip over a trap. Part of the reason for this is that the worm can’t afford to waste time waiting for trojan horses-it must reproduce before it is discovered. Finally, the worm does not record or transmit decrypted passwords: except for its own static list of favorite passwords, the worm does not propagate cracked passwords on to new worms nor does it transmit them back to some home base. This is not to say that the accounts that the worm penetrated are secure merely because the worm did not tell anyone what their passwords were, of course-if the worm can guess an account’s password, certainly others can too. The worm does not try to capture superuser privileges: while it does try to break into accounts, it doesn’t depend on having particular privileges to propagate, and never makes special use of such privileges if it somehow gets them. The worm does not propagate over uucp or X.25 or DECNET or BITNET: it specifically requires TCP/IP. The worm does not infect System V systems unless they have been modified to use Berkeley network programs like sendmail, fingerd and rexec.

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Recover sounds from the ancient world

cool stuff, history, technology / /

From Christer Hamp’s “Archaeoacoustics“:

By archaeoacoustics I mean the recovery of sounds from the time before the invention of recording. This implies that such sounds would have been recorded inadvertently, while intending to do sometring else. Not much has been written about this subject and only very few experiments have been made, but I find the subject fascinating enough to dare the deep waters of the unproven and often scorned.

So far no ancient sound has been heard, and the experiments conducted have been attempts to reproduce the conditions at which such recordings would have been produced, successful attempts, according to the papers published.

What is probably the first publication on the subject appeared in 1969, when Richard G. Woodbridge, III related four experiments in a letter in the Proceedings of the IEEE1. In the first experiment, he could pick up the noise produced by the potter’s wheel from a pot, using a hand-held crystal cartridge (Astatic Corp. Model 2) with a wooden stylus, connected directly to a set of headphones. The second experiment yielded 60 Hz hum from the motor driving the potter’s wheel. More interesting were the following experiments, with a canvas being painted while exposed to sounds. In the third experiment the canvas was painted with a variety of different paints while exposed to martial music from loudspeakers. Some of the brush strokes had a striated appearance, and “short snatches of the music” could be indentified. For the fourth experiment, the painter spoke the word “blue” during a stroke of the brush, and after a long search the word could be heard again when stroking the canvas with the stylus.

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The 1st software patent

business, history, law, tech in changing society, technology / /

From Robert X. Cringely’s “Patently Absurd: Why Simply Making Spam Illegal Won’t Work“:

Software patents have become inordinately important for something that 25 years ago we didn’t even believe could exist. After several software patent cases had gone unsuccessfully as far as the U.S. Supreme Court, the general thinking when I got in this business was that software could not be patented, only copyrighted. Like the words of a book, the individual characters of code could be protected by a copyright, and even the specific commands could be protected, but what couldn’t be protected by a copyright was the literal function performed by the program. There is no way that a copyright could protect the idea of a spreadsheet. Protecting the idea would have required a patent.

Then on May 26, 1981, after seven years of legal struggle, S. Pal Asija, a programmer and patent lawyer, received the first software patent for SwiftAnswer, a data retrieval program that was never heard from again and whose only historical function was to prove that all of the experts were wrong — software could be patented. Asija showed that when the Supreme Court had ruled against previous software patent efforts, it wasn’t saying that software was unpatentable, but that those particular programs weren’t patentable.

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How patents ruined the Wright brothers

history, law, tech in changing society, technology / /

From Robert X. Cringely’s “Patently Absurd: Why Simply Making Spam Illegal Won’t Work“:

Nobody can deny that the Wright brothers were pioneers. Their use of a wind tunnel helped define the science of aerodynamics and had influence far beyond their time. But their secrecy and litigious nature held back the progress of flying, and eventually lost them their technical leadership. The Wrights flew in 1903. They made a small public announcement 100 years ago, then went silent until 1908 as they worked to solidify their patent position. While they continued to fly from pastures around Dayton, Ohio, the brothers generally did so in secret, waiting for patents to be issued.

When the Wrights finally appeared in public again five years later, first in Washington, DC, and later in France, the performance of their aircraft still astounded the world. But that was it. Once the brothers filed a patent infringement suit against rival Glenn Curtiss, their attention was totally turned to litigation and their aeronautical progress stopped. Curtiss and Wright eventually merged and built aircraft into the 1940s, but the creative energy by that time was all from Curtiss. By then, Wilbur had died and Orville was best known as the man who signed every pilot license. Though their patent was upheld, they didn’t in any sense control the industry they had invented.

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The American Revolution: led by elites, sold to the masses

history, politics / /

From James Grimmelmann’s “On the Second Life Tax Revolt“:

The Boston Tea Party was the expression of mercantile anger at taxes: the protesters wanted was a revision of British tax policies to favor colonial merchants at the expense of merchants in England. Economically speaking, the entire American Revolution was a scheme to improve the fortunes of colonial elites. But to convince their future countrymen to go along with their tax revolt, they developed one of the most inspiring ideologies of liberty and justice the world has ever seen. ‘No taxation without representation’ is a slogan that transforms ‘mere’ economics into egalitarianism. There are plenty of thinkers who will tell you societies as a whole can often reap enormous benefits by letting one particular group get rich; these benefits are hardly confined to material wealth.

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Magruder fools the Federals

history, security / /

From Shelby Foote’s The Civil War: Fort Sumter to Perryville (399):

No wheeze was too old for [John Bankhead] Magruder to employ it. One morning he sent a column along a road that was heavily wooded except for a single gap in plain view of the enemy outposts. All day the gray files swept past in seemingly endless array, an army gathering in thousands among the pines for an offensive. They were no such thing, of course. Like a low-budgeted theatrical director producing the effect with an army of supernumeraries, Magruder was marching a single battalion round and around, past the gap, then around under cover, and past the gap again.

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Jefferson Davis, the Hill Cats, & the Butcher Cats

history, language & literature / /

From Shelby Foote’s The Civil War: Fort Sumter to Perryville (396):

Nor was [Jefferson Davis] highly skilled as an arbitrator; he had too much admiration and sympathy for those who would not yield, whatever their cause, to be effective at reconciling opponents. In fact, this applied to a situation practically in his own back yard. The [Confederate] White House stood on a tall hill, surrounded by other mansions. On the plain below were the houses of the poor, whose sons had formed a gang called the Butcher Cats, sworn to eternal hatred of the Hill Cats, the children of the gentry on the hill. The two gangs had rock fights and occasional gouging matches. After one particularly severe battle, in which his oldest son was involved, Davis walked down the hill to try his hand at arbitration. He made them a speech, referring to the Butcher Cats as future leaders of the nation. One of them replied, “President, we like you. We don’t want to hurt any of your boys. But we ain’t never going to be friends with them Hill Cats.”

Davis came back up the hill.

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Beauregard’s dislike for Davis

history, language & literature / /

From Shelby Foote’s The Civil War: Fort Sumter to Perryville (384):

Part at least of the study and reflection was devoted to composing other phrases which [Pierre Gustave Toutant de Beauregard] considered descriptive of the enemy who had wronged him. “That living specimen of gall and hatred,” he called [Jefferson] Davis now; “that Individual.”

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Beauregard fools Halleck & escapes

history, security / /

From Shelby Foote’s The Civil War: Fort Sumter to Perryville (384):

When [Pierre Gustave Toutant de Beauregard‘s men] stole out of the intrenchments [at Corinth] after nightfall, they left dummy guns in the embrasures and dummy cannoneers to serve them, fashioned by stuffing ragged uniforms with straw. A single band moved up and down the deserted works, pausing at scattered points to play retreat, tattoo, and taps. Campfires were left burning, with a supply of wood alongside each for the drummer boys who stayed behind to stoke them and beat reveille next morning. All night a train of empty cars rattled back and forth along the tracks through Corinth, stopping at frequent intervals to blow its whistle, the signal for a special detail of leather-lunged soldiers to cheer with all their might. The hope was that this would not only cover the incidental sounds of the withdrawal, but would also lead the Federals to believe that the town’s defenders were being heavily reinforced.

It worked to perfection. … Daylight showed “dense black smoke in clouds,” but no sign of the enemy Pope expected to find massed in his front. Picking his way forward he came upon dummy guns and dummy cannoneers, some with broad grins painted on. Otherwise the works were deserted. …

Seven full weeks of planning and strain, in command of the largest army ever assembled under one field general in the Western Hemisphere, had earned [Halleck] one badly smashed-up North Mississippi railroad intersection.

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Troops like sugar soaked in water

history, language & literature / /

From Shelby Foote’s The Civil War: Fort Sumter to Perryville (347):

[At the Battle of Shiloh,] Governor Harris, still a volunteer aide, sensed this feeling of futility in the soldiers. Shortly after 2 o’clock, he expressed his fear of a collapse to the chief of staff, who agreed and went to Beauregard with the question: “General, do you not think our troops are very much in the condition of a lump of sugar thoroughly soaked with water – preserving its original shape, though ready to dissolve? Would it not be judicious to get away with what we have?”

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Wearing the wrong color to a battle

history, language & literature, security / /

From Shelby Foote’s The Civil War: Fort Sumter to Perryville (337, 347):

[At the Battle of Shiloh, also known as the Battle of Pittsburg Landing,] The Orleans Guard battalion, the elite organization with Beauregard’s name on its muster roll, came into battle wearing dress-blue uniforms, which drew the fire of the Confederates they were marching to support. Promptly they returned the volley, and when a horrified staff officer came galloping up to tell them they were shooting at their friends: “I know it,” the Creole colonel replied. “But dammit, sir, we fire on everybody who fires on us!”

[A day later, Beauregard] received a shock … He noticed in some woods along his front a body of troops dressed in what appeared to be shiny white silk uniforms. At first he thought they were Federals who had breached his line … Presently, though, a staff officer, sent to investigate, returned with the explanation. There were the general’s own Orleans Guard battalion, who had turned their dress blue jackets wrong side out to put an end to be being fired on by their friends. Yesterday they had startled the defenders of the Hornets Nest by charging thus with the while silk linings of their coats exposed; “graveyard clothes,” the Federals had called them.

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A burning quilt brings revenge

history, security / /

From Shelby Foote’s The Civil War: Fort Sumter to Perryville (287-288):

[At the Battle of Pea Ridge,] they saw the rebels coming, yelling and firing as they came, hundreds of them bearing down to complete the wreckage their artillery had begun. As the Federals fell back from their shattered pieces an Iowa cannoneer paused to toss a smoldering quilt across a caisson, then ran hard to catch up with his friends. Still running, he heard a tremendous explosion and looked back in time to see a column of fire and smoke standing tall above the place where he had fuzed the vanished caisson. Stark against the twilight sky, it silhouetted the lazy-seeming rise and fall of blown-off arms and legs and heads and mangled trunks of men who just now had been whooping victoriously around the captured battery position.

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Recognizing futility

history, language & literature, technology / /

From Shelby Foote’s The Civil War: Fort Sumter to Perryville (261):

[On 9 March 1862, the world’s first battle between ironclad warships took place. The smaller and nimbler Monitor was able to outmaneuver Virginia, but neither ship proved able to do significant damage to the other. Catesby Jones, commander of the Virginia] gave the Monitor everything he had given the wooden warships yesterday, and more: to no avail. When he tried to ram her, she drew aside like a skillful boxer and pounded him hard as he passed. After a few such exchanges, the crews of his after-guns, deafened by the concussion of 180-pound balls against the cracking railroad iron, were bleeding from their noses and ears. Descending once to the gundeck and observing that some of the pieces were not engaged, Jones shouted: “Why are you not firing. Mr. Eggleston?” The gun captain shrugged. “Why, our powder is very precious,” he replied, “and after two hours incessant firing I find that I can do her just about as much damage by snapping my thumb at her every two minutes and a half.”

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Stanton the uber-lawyer

history / /

From Shelby Foote’s The Civil War: Fort Sumter to Perryville (244):

[Lincoln’s Secretary of War Edwin McMasters] Stanton had done devious things in his time. A corporation lawyer, he delighted also in taking criminal cases when these were challenging and profitable enough. His fees were large and when one prospective client protested, Stanton asked, “Do you I would argue the wrong side for less?” For a murder defense he once took as his fee the accused man’s only possession, the house he lived in. When he had won the case and was about to convert the mortgage into cash, the man tried to persuade him to hold off, saying that he would be ruined by the foreclosure. “You deserve to be ruined,” Stanton told him, “for you were guilty.”

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