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Amanda Acquisition Corp. v. Universal Food Corp./Opinion of the Court

[p497] EASTERBROOK, Circuit Judge

States have enacted three generations of takeover statutes in the last 20 years. Illinois enacted a first-generation statute, which forbade acquisitions of any firm with substantial assets in Illinois unless a public official approved. We concluded that such a statute injures investors, is preempted by the Williams Act, and is unconstitutional under the dormant Commerce Clause. MITE Corp. v. Dixon, 633 F.2d 486 (7th Cir. 1980). The Supreme Court affirmed the judgment under the Commerce Clause, Edgar v. MITE Corp., 457 U.S. 624, 643-46, 73 L. Ed. 2d 269, 102 S.C.t. 2629 (1982). Three Justices also agreed with our view of the Williams Act, id. at 634-40 (White, J., joined by Burger, C.J. & Blackmun, J.), while two disagreed, id. at 646-47 (Powell, J.), and 655 (Stevens, J.), and four did not address the subject.

Indiana enacted a second-generation statute, applicable only to firms incorporated there and eliminating governmental veto power. Indiana's law provides that the acquiring firm's shares lose their voting power unless the target's directors approve the acquisition or the shareholders not affiliated with either bidder or management authorize restoration of votes. We concluded that this statute, too, is inimical to investors' interests, preempted by the Williams Act, and unconstitutional under the Commerce Clause. Dynamics Corp. of America v. CTS Corp., 794 F.2d 250 (7th Cir. 1986). This time the Supreme Court did not agree. It thought the Indiana statute consistent with both Williams Act and Commerce Clause. CTS Corp. v. Dynamics Corp. of America, 481 U.S. 69, 95 L. Ed. 2d 67, 107 S.C.t. 1637 (1987). Adopting Justice White's view of preemption for the sake of argument, id. at 81, the Court found no inconsistency between state and federal law because Indiana allowed the bidder to acquire the shares without hindrance. Such a law makes the shares less attractive, but it does not regulate the process of bidding. As for the Commerce Clause, the Court took Indiana's law to be regulation of internal corporate affairs, potentially beneficial because it would allow investors to avoid the "coercion" of two-tier bids and other tactics. 481 U.S. at 83, 91-93. Justices White, Blackmun, and Stevens disagreed with the analysis under the Commerce Clause, id. at 99-101; only Justice White disagreed with the conclusion about preemption, id. at 97-99.

Wisconsin has a third-generation takeover statute. Enacted after CTS, it postpones the kinds of transactions that often follow tender offers (and often are the reason for making the offers in the first place). Unless the target's board agrees to [p498]  the transaction in advance, the bidder must wait three years after buying the shares to merge with the target or acquire more than 5% of its assets. We must decide whether this is consistent with the Williams Act and Commerce Clause.

I
Amanda Acquisition Corporation is a shell with a single purpose: to acquire Universal Foods Corporation, a diversified firm incorporated in Wisconsin and traded on the New York Stock Exchange. Universal is covered by Wisconsin's anti-takeover law. Amanda is a subsidiary of High Voltage Engineering Corp., a small electronics firm in Massachusetts. Most of High Voltage's equity capital comes from Berisford Capital PLC, a British venture capital firm, and Hyde Park Partners L.P., a partnership affiliated with the principals of Berisford. Chase Manhattan Bank has promised to lend Amanda 50% of the cost of the acquisition, secured by the stock of Universal.

In mid-November 1988 Universal's stock was trading for about $ 25 per share. On December 1 Amanda commenced a tender offer at $ 30.50, to be effective if at least 75% of the stock should be tendered. This all-cash, all-shares offer has been increased by stages to $ 38.00. Amanda's financing is contingent on a prompt merger with Universal if the offer succeeds, so the offer is conditional on a judicial declaration that the law is invalid. (It is also conditional on Universal's redemption of poison pill stock. For reasons that we discuss below, it is unnecessary to discuss the subject in detail.)

No firm incorporated in Wisconsin and having its headquarters, substantial operations, or 10% of its shares or shareholders there may "engage in a business combination with an interested stockholder . . . for 3 years after the interested stockholder's stock acquisition date unless the board of directors of the [Wisconsin] corporation has approved, before the interested stockholder's stock acquisition date, that business combination or the purchase of stock", Wis.Stat. § 180.726(2). An "interested stockholder" is one owning 10% of the voting stock, directly or through associates (anyone acting in concert with it), § 180.726(1)(e). A "business combination" is a merger with the bidder or any of its affiliates, sale of more than 5% of the assets to bidder or affiliate, liquidation of the target, or a transaction by which the target guarantees the bidder's or affiliates debts or passes tax benefits to the bidder or affiliate, § 180.726(1)(e). The law, in other words, provides for almost hermetic separation of bidder and target for three years after the bidder obtains 10% of the stock -- unless the target's board consented before then. No matter how popular the offer, the ban applies: obtaining 85% (even 100%) of the stock held by non-management shareholders won't allow the bidder to engage in a business combination, as it would under Delaware law. See BNS, Inc. v. Koppers Co., 683 F. Supp. 458 (D.Del. 1988); RP Acquisition Corp. v. Staley Continental, Inc., 686 F. Supp. 476 (D.Del. 1988); City Capital Associates L.P. v. Interco, Inc., 696 F. Supp. 1551 (D.Del.), affirmed, 860 F.2d 60 (3d Cir. 1988). Wisconsin firms cannot opt out of the law, as may corporations subject to almost all other state takeover statutes. In Wisconsin it is management's approval in advance, or wait three years. Even when the time is up, the bidder needs the approval of a majority of the remaining investors, without any provision disqualifying shares still held by the managers who resisted the transaction, [p499]  § 180.726(3)(b). The district court found that this statute "effectively eliminates hostile leveraged buyouts". As a practical matter, Wisconsin prohibits any offer contingent on a merger between bidder and target, a condition attached to about 90% of contemporary tender offers.

Amanda filed this suit seeking a declaration that this law is preempted by the Williams Act and inconsistent with the Commerce Clause. It added a pendent claim that the directors' refusal to redeem the poison-pill rights violates their fiduciary duties to Universal's shareholders. The district court declined to issue a preliminary injunction. 708 F. Supp. 984 (E.D.Wis. 1989). It concluded that the statute is constitutional and not preempted, and that under Wisconsin law (which the court believed would follow Delaware's) directors are entitled to prevent investors from accepting tender offers of which the directors do not approve. Amanda prevailed on one issue, however: the court held that Universal does not have a private right of action to enforce the margin regulations issued by the Federal Reserve Board, and it therefore declined to consider Universal's argument that Amanda had arranged to borrow more than 50% of the cost of its bid.

As a practical matter, the decision denying preliminary relief ends the case. The parties treat their appeals as if taken from the conclusive denial of relief; so shall we. The financial stakes on both sides cancel out, and the question becomes who is right on the merits. CTS, 794 F.2d at 252; see also FTC v. Elders Grain, Inc., 868 F.2d 901, 903-05 (7th Cir. 1989). The parties ask us to decide whether Universal has a private right of action to enforce the margin rules, whether Universal's directors violated their fiduciary duties under Delaware law (or Wisconsin law if it differs) in refusing to redeem the poison pill rights, and whether § 180.726 is consistent with the Constitution and federal law.

II
Courts try to avoid constitutional adjudication. There is no escape for us today, however. Even if we were to conclude that Universal has a private right of action and that its board acted within its rights in refusing to redeem the poison pill, we would have to reach the constitutional question. Amanda is entitled to attack each hurdle in its path. Although the poison pill might be an insuperable obstacle if the statute were held invalid, Amanda may gain from having one fewer stumbling block, which gives it standing to protest the statute independently of the pill. See Larson v. Valente, 456 U.S. 228, 238-43, 72 L. Ed. 2d 33, 102 S.C.t. 1673 (1982); Tyson Foods, Inc. v. McReynolds, 865 F.2d 99, 101 (6th Cir. 1989). The reverse is not true, however. At oral argument counsel for Amanda said that if the statute is within Wisconsin's powers, then its offer is doomed. So starting with the [p500]  statute holds out the prospect of avoiding some issues, while starting with private rights of action or directors' duties would not enable us to avoid the constitutional question. If we conclude that § 180.726 is within Wisconsin's power, the offer is defunct, and it would be unnecessary to decide whether targets have a private right of action to enforce the margin rules or whether Universal's directors had to redeem the poison pill. We begin, therefore, by considering whether Wis.Stat. § 180.726 conflicts with the Williams Act or the Commerce Clause.

A
If our views of the wisdom of state law mattered, Wisconsin's takeover statute would not survive. Like our colleagues who decided MITE and CTS, we believe that antitakeover legislation injures shareholders. MITE, 633 F.2d at 496-98 and 457 U.S. at 643-44; CTS, 794 F.2d at 253-55. Managers frequently realize gains for investors via voluntary combinations (mergers). If gains are to be had, but managers balk, tender offers are investors' way to go over managers' heads. If managers are not maximizing the firm's value -- perhaps because they have missed the possibility of a synergistic combination, perhaps because they are clinging to divisions that could be better run in other hands, perhaps because they are just not the best persons for the job -- a bidder that believes it can realize more of the firm's value will make investors a higher offer. Investors tender; the bidder gets control and changes things. Michael Bradley, Anand Desai & E. Han Kim, Synergistic Gains from Corporate Acquisitions and Their Division Between the Stockholders of Target and Acquiring Firms, 21 J. Fin. Econ. 3 (1988). The prospect of monitoring by would-be bidders, and an occasional bid at a premium, induces managers to run corporations more efficiently and replaces them if they will not.

Premium bids reflect the benefits for investors. The price of a firm's stock represents investors' consensus estimate of the value of the shares under current and anticipated conditions. Stock is worth the present value of anticipated future returns -- dividends and other distributions. Tender offers succeed when bidders offer more. Only when the bid exceeds the value of the stock (however investors compute value) will it succeed. A statute that precludes investors from receiving or accepting a premium offer makes them worse off. It makes the economy worse off too, because the higher bid reflects the better use to which the bidder can put the target's assets. (If the bidder can't improve the use of the assets, it injures itself by paying a premium.)

Universal, making an argument common among supporters of anti-takeover laws, contends that its investors do not appreciate the worth of its business plans, that its stock is trading for too little, and that if investors tender reflexively they injure themselves. If only they would wait, Universal submits, they would do better under current management. A variant of the argument has it that although smart investors know that the stock is underpriced, many investors are passive and will tender; even the smart investors then must tender [p501]  to avoid doing worse on the "back end" of the deal. State laws giving management the power to block an offer enable the managers to protect the investors from themselves.

Both versions of this price-is-wrong argument imply: (a) that the stock of firms defeating offers later appreciates in price, topping the bid, thus revealing the wisdom of waiting till the market wises up; and (b) that investors in firms for which no offer is outstanding gain when they adopt devices so that managers may fend off unwanted offers (or states adopt laws with the same consequence). Efforts to verify these implications have failed. The best available data show that if a firm fends off a bid, its profits decline, and its stock price (adjusted for inflation and market-wide changes) never tops the initial bid, even if it is later acquired by another firm. Gregg A. Jarrell, James A. Brickley & Jeffrey M. Netter, The Market for Corporate Control: The Empirical Evidence Since 1980, 2 J.Econ. Perspectives 49, 55 (1988) (collecting studies); John Pound, The Information Effects of Takeover Bids and Resistance, 22 J.Fin.Econ. 207 (1988). Stock of firms adopting poison pills falls in price, as does the stock of firms that adopt most kinds of anti-takeover amendments to their articles of incorporation. Jarrell, Brickley & Netter, 2 J.Econ. Perspectives at 58-65 (collecting studies); Michael C. Jensen, Takeovers: Their Causes and Consequences, 2 J.Econ. Perspectives 21, 25-28, 41-45 (1988); Michael Ryngaert, The Effect of Poison Pill Securities on Shareholder Wealth, 20 J.Fin.Econ. 377 (1988); cf. John Pound, The Effects of Antitakeover Amendments on Takeover Activity: Some Direct Evidence, 30 J.L. & Econ. 353 (1987). Studies of laws similar to Wisconsin's produce the same conclusion: share prices of firms incorporated in the state drop when the legislation is enacted. Jonathan M. Karpoff & Paul H. Malatesta, The Wealth Effects of Second Generation State Takeover Legislation, University of Washington Graduate School of Business Working Paper (Dec. 22, 1988).

Although a takeover-proof firm leaves investors at the mercy of incumbent managers (who may be mistaken about the wisdom of their business plan even when they act in the best of faith), a takeover-resistant firm may be able to assist its investors. An auction may run up the price, and delay may be essential to an auction. Auctions transfer money from bidders to targets, and diversified investors would not gain from them (their left pocket loses what the right pocket gains); diversified investors would lose from auctions if the lower returns to bidders discourage future bids. But from targets' perspectives, once a bid is on the table an auction may be the best strategy. The full effects of auctions are hard to unravel, sparking scholarly debate. Devices giving managers some ability to orchestrate investors' responses, in order to avoid panic tenders in response to front-end-loaded offers, also could be beneficial, as the Supreme Court emphasized in CTS, 481 U.S. at 92-93. ("Could be" is an important qualifier; even from a perspective limited to targets' shareholders given a bid on the table, it is important to know whether managers use this power to augment bids or to stifle them, and whether courts can tell the two apart.)

State anti-takeover laws do not serve these ends well, however. Investors who prefer to give managers the discretion to orchestrate responses to bids may do so through "fair-price" clauses in the articles of incorporation and other consensual devices. Other firms may choose different [p502]  strategies. A law such as Wisconsin's does not add options to firms that would like to give more discretion to their managers; instead it destroys the possibility of divergent choices. Wisconsin's law applies even when the investors prefer to leave their managers under the gun, to allow the market full sway. Karpoff and Malatesta found that state anti-takeover laws have little or no effect on the price of shares if the firm already has poison pills (or related devices) in place, but strongly negative effects on price when firms have no such contractual devices. To put this differently, state laws have bite only when investors, given the choice, would deny managers the power to interfere with tender offers (maybe already have denied managers that power). See also Roberta Romano, The Political Economy of Takeover Statutes, 73 Va.L.Rev. 111, 128-31 (1987).

B
Skepticism about the wisdom of a state's law does not lead to the conclusion that the law is beyond the state's power, however. We have not been elected custodians of investors' wealth. States need not treat investors' welfare as their summum bonum. Perhaps they choose to protect managers' welfare instead, or believe that the current economic literature reaches an incorrect conclusion and that despite appearances takeovers injure investors in the long run. Unless a federal statute or the Constitution bars the way, Wisconsin's choice must be respected.

Amanda relies on the Williams Act of 1968, incorporated into §§ 13(d), (e) and 14(d)-(f) of the Securities Exchange Act of 1934, 15 U.S.C. §§ 78m(d), (e), 78n(d)-(f). The Williams Act regulates the conduct of tender offers. Amanda believes that Congress created an entitlement for investors to receive the benefit of tender offers, and that because Wisconsin's law makes tender offers unattractive to many potential bidders, it is preempted. See MITE, 633 F.2d at 490-99, and Justice White's views, 457 U.S. at 630-40.

Preemption has not won easy acceptance among the Justices for several reasons. First there is § 28(a) of the '34 Act, 15 U.S.C. § 78bb(a), which provides that "nothing in this chapter shall affect the jurisdiction of the securities commission . . . of any State over any security or any person insofar as it does not conflict with the provisions of this chapter or the rules and regulations thereunder." Although some of the SEC's regulations (particularly the one defining the commencement of an offer) conflict with some state takeover laws, the SEC has not drafted regulations concerning mergers with controlling shareholders, and the Act itself does not address the subject. States have used the leeway afforded by § 28(a) to carry out "merit regulation" of securities -- "blue sky" laws that allow securities commissioners to forbid sales altogether, in contrast with the federal regimen emphasizing disclosure. So § 28(a) allows states to stop some transactions federal law would permit, in pursuit of an approach at odds with a system emphasizing disclosure and investors' choice. Then there is the traditional reluctance of federal courts to infer preemption of "state law in areas traditionally regulated by the States", California v. ARC America Corp., 490 U.S. 93, 109 S.C.t. 1661, 1665, 104 L. Ed. 2d 86 (1989); see also, e.g., Hillsborough County v. Automated Medical Laboratories, Inc., 471 U.S. 707, 716, 85 L. Ed. 2d 714, 105 S.C.t. 2371 (1985); Air Line Pilots Ass'n v. UAL Corp., 874 F.2d 439, 447 (7th Cir. 1989). States have regulated corporate affairs, including mergers and sales of assets, since before the beginning of the nation.

Because Justice White's views of the Williams Act did not garner the support of a majority of the Court in MITE, we reexamined that subject in CTS and observed that the best argument for preemption is the Williams Act's "neutrality" between bidder and management, a balance designed to leave investors free to choose. This is not a confident jumping-off point, though: "Of course it is a big leap from saying that the Williams Act does not itself exhibit much hostility to tender offers to saying that it implicitly forbids states to adopt more hostile regulations, but this [p503]  leap was taken by the Supreme Court plurality and us in MITE and by every court to consider the question since. . . . Whatever doubts of the Williams' Act preemptive intent we might entertain as an original matter are stifled by the weight of precedent." 794 F.2d at 262. The rough treatment our views received from the Court -- only Justice White supported the holding on preemption -- lifts the "weight of precedent".

There is a big difference between what Congress enacts and what it supposes will ensue. Expectations about the consequences of a law are not themselves law. To say that Congress wanted to be neutral between bidder and target -- a conclusion reached in many of the Court's opinions, e.g., Piper v. Chris-Craft Industries, Inc., 430 U.S. 1, 51 L. Ed. 2d 124, 97 S.C.t. 926 (1977) -- is not to say that it also forbade the states to favor one of these sides. Every law has a stopping point, likely one selected because of a belief that it would be unwise (for now, maybe forever) to do more. Rodriguez v. United States, 480 U.S. 522, 525-26, 94 L. Ed. 2d 533, 107 S.C.t. 1391 (1987); Covalt v. Carey Canada Inc., 860 F.2d 1434, 1439 (7th Cir. 1988). Nothing in the Williams Act says that the federal compromise among bidders, targets' managers, and investors is the only permissible one. See Daniel R. Fischel, From MITE to CTS: State Anti-Takeover Statutes, the Williams Act, the Commerce Clause, and Insider Trading, 1987 Sup. Ct. Rev. 47, 71-74. Like the majority of the Court in CTS, however, we stop short of the precipice. 481 U.S. at 78-87.

The Williams Act regulates the process of tender offers: timing, disclosure, proration if tenders exceed what the bidder is willing to buy, best-price rules. It slows things down, allowing investors to evaluate the offer and management's response. Best-price, proration, and short-tender rules ensure that investors who decide at the end of the offer get the same treatment as those who decide immediately, reducing pressure to leap before looking. After complying with the disclosure and delay requirements, the bidder is free to take the shares. MITE held invalid a state law that increased the delay and, by authorizing a regulator to nix the offer, created a distinct possibility that the bidder would be unable to buy the stock (and the holders to sell it) despite compliance with federal law. Illinois tried to regulate the process of tender offers, contradicting in some respects the federal rules. Indiana, by contrast, allowed the tender offer to take its course as the Williams Act specified but "sterilized" the acquired shares until the remaining investors restored their voting rights. Congress said nothing about the voting power of shares acquired in tender offers. Indiana's law reduced the benefits the bidder anticipated from the acquisition but left the process alone. So the Court, although accepting Justice White's views for the purpose of argument, held that Indiana's rules do not conflict with the federal norms.

CTS observed that laws affecting the voting power of acquired shares do not differ in principle from many other rules governing the internal affairs of corporations. Laws requiring staggered or classified boards of directors delay the transfer of control to the bidder; laws requiring supermajority vote for a merger may make a transaction less attractive or impossible. 481 U.S. at 85-86. Yet these are not preempted by the Williams Act, any more than state laws concerning the effect of investors' votes are preempted by the portions of the Exchange Act, 15 U.S.C. § 78n(a)-(c), regulating the process of soliciting proxies. Federal securities laws frequently regulate process while state corporate law regulates substance. Federal proxy rules demand that firms disclose many things, in order to promote informed voting. Yet states may permit or compel a supermajority rule (even a unanimity rule) rendering it all but [p504]  impossible for a particular side to prevail in the voting. See Robert Charles Clark, Corporate Law § 9.1.3 (1986). Are the state laws therefore preempted? How about state laws that allow many firms to organize without traded shares? Universities, hospitals, and other charities have self-perpetuating boards and cannot be acquired by tender offer. Insurance companies may be organized as mutuals, without traded shares; retailers often organize as co-operatives, without traded stock; some decently large companies (large enough to be "reporting companies" under the '34 Act) issue stock subject to buy-sell agreements under which the investors cannot sell to strangers without offering stock to the firm at a formula price; Ford Motor Co. Click for Enhanced Coverage Linking Searchesissued non-voting stock to outside investors while reserving voting stock for the family, thus preventing outsiders from gaining control (dual-class stock is becoming more common); firms issue and state law enforces poison pills. All of these devices make tender offers unattractive (even impossible) and greatly diminish the power of proxy fights, success in which often depends on buying votes by acquiring the equity to which the vote is attached. See Douglas H. Blair, Devra L. Golbe & James M. Gerard, Unbundling the Voting Rights and Profit Claims of Common Shares, 97 J.Pol.Econ. 420 (1989). None of these devices could be thought preempted by the Williams Act or the proxy rules. If they are not preempted, neither is Wis.Stat. § 180.726.

Any bidder complying with federal law is free to acquire shares of Wisconsin firms on schedule. Delay in completing a second-stage merger may make the target less attractive, and thus depress the price offered or even lead to an absence of bids; it does not, however, alter any of the procedures governed by federal regulation. Indeed Wisconsin's law does not depend in any way on how the acquiring firm came by its stock: open-market purchases, private acquisitions of blocs, and acquisitions via tender offers are treated identically. Wisconsin's law is no different in effect from one saying that for the three years after a person acquires 10% of a firm's stock, a unanimous vote is required to merge. Corporate law once had a generally-applicable unanimity rule in major transactions, a rule discarded because giving every investor the power to block every reorganization stopped many desirable changes. (Many investors could use their "hold-up" power to try to engross a larger portion of the gains, creating a complex bargaining problem that often could not be solved.) Wisconsin's more restrained version of unanimity also may block beneficial transactions, but not by tinkering with any of the procedures established in federal law.

Only if the Williams Act gives investors a right to be the beneficiary of offers could Wisconsin's law run afoul of the federal rule. No such entitlement can be mined out of the Williams Act, however. Schreiber v. Burlington Northern, Inc., 472 U.S. 1, 86 L. Ed. 2d 1, 105 S.C.t. 2458 (1985), holds that the cancellation of a pending offer because of machinations between bidder and target does not deprive investors of their due under the Williams Act. The Court treated § 14(e) as a disclosure law, so that investors could make informed decisions; it follows that events leading bidders to cease their quest do not conflict with the Williams Act any more than a state law leading a firm not to issue new securities could conflict with the Securities Act of 1933. See also Panter v. Marshall Field & Co., 646 F.2d 271, 283-85 (7th Cir. 1981); Lewis v. McGraw, 619 F.2d 192 (2d Cir. 1980), both holding that the evaporation of an opportunity to tender one's shares when a defensive tactic leads the bidder to withdraw the invitation does not violate the Williams Act. Investors have no right to receive tender offers. More to the point -- since Amanda sues as bidder rather than as investor seeking to sell -- the Williams Act does not create a right to [p505]  profit from the business of making tender offers. It is not attractive to put bids on the table for Wisconsin corporations, but because Wisconsin leaves the process alone once a bidder appears, its law may co-exist with the Williams Act.

C
The Commerce Clause, Art. I § 8 cl. 3 of the Constitution, grants Congress the power "to regulate Commerce . . . among the several States". For many decades the Court took this to be what it says: a grant to Congress with no implications for the states' authority to act when Congress is silent. See David P. Currie, The Constitution in the Supreme Court: The First Hundred Years 171-83, 222-36 (1985) (discussing cases); Martin H. Redish & Shane V. Nugent, The Dormant Commerce Clause and the Constitutional Balance of Federalism, 1987 Duke L.J. 569. Limitations came from provisions, such as the Contract Clause, Art. I § 10 cl. 1 ("No State shall . . . pass any . . . Law impairing the Obligation of Contracts"), expressly denying the states certain powers. The Contract Clause has been held to curtail states' authority over corporations, see Trustees of Dartmouth College v. Woodward, 17 U.S. (4 Wheat.) 518, 4 L. Ed. 629 (1819), and it may have something to say about states' ability to limit the transferability of shares after they have been issued. See Henry N. Butler & Larry E. Ribstein, State Anti-Takeover Statutes and the Contract Clause, 57 U.Cin.L.Rev. 611 (1988). Broad dicta in Cooley v. Board of Wardens, 53 U.S. (12 How.) 299, 13 L. Ed. 996 (1852), eventually led to holdings denying states the power to regulate interstate commerce directly or discriminatorily, or to take steps that had unjustified consequences in other states. Meanwhile the Court began to treat the Contract Clause as if it said that "No State shall pass any unwise Law impairing the Obligation of Contracts", so that divergent clauses have become homogenized. Chicago Board of Realtors, Inc. v. Chicago, 819 F.2d 732, 742-45 (7th Cir. 1987).

When state law discriminates against interstate commerce expressly -- for example, when Wisconsin closes its border to butter from Minnesota -- the negative Commerce Clause steps in. The law before us is not of this type: it is neutral between inter-state and intra-state commerce. Amanda therefore presses on us the broader, all-weather, be-reasonable vision of the Constitution. Wisconsin has passed a law that unreasonably injures investors, most of whom live outside of Wisconsin, and therefore it has to be unconstitutional, as Amanda sees things. Although Pike v. Bruce Church, Inc., 397 U.S. 137, 25 L. Ed. 2d 174, 90 S.C.t. 844 (1970), sometimes is understood to authorize such general-purpose balancing, a closer examination of the cases may support the conclusion that the Court has looked for discrimination rather than for baleful effects. See Donald H. Regan, The Supreme Court and State Protectionism: Making Sense of the Dormant Commerce Clause, 84 Mich. L.Rev. 1091 (1986); Julian N. Eule, Laying the Dormant Commerce Clause to Rest, 91 Yale L.J. 425 (1982). At all events, although MITE employed the balancing process described in Pike to deal with a statute that regulated all firms having "contacts" with the state, CTS did not even cite that case when dealing with a statute regulating only the affairs of a firm incorporated in the state, and Justice Scalia's concurring opinion questioned its application. 481 U.S. at 95-96. The Court took a decidedly confined view of the judicial role: "We are not inclined 'to second-guess the empirical judgments of lawmakers concerning the utility of legislation,' Kassel v. Consolidated Freightways Corp., 450 U.S. [662] at 679 [101 S.C.t. 1309, 67 L. Ed. 2d 580] (BRENNAN, J., concurring in judgment)." 481 U.S. at 92. Although the scholars whose writings we cited in Part II.A conclude that laws such as Wisconsin's injure investors, Wisconsin is entitled to give a different answer to this empirical question -- or to decide that investors' interests should be sacrificed to protect managers' interests or promote the stability of corporate arrangements.

[p506] Illinois's law, held invalid in MITE, regulated sales of stock elsewhere. Illinois tried to tell a Texas owner of stock in a Delaware corporation that he could not sell to a buyer in California. By contrast, Wisconsin's law, like the Indiana statute sustained by CTS, regulates the internal affairs of firms incorporated there. Investors may buy or sell stock as they please. Wisconsin's law differs in this respect not only from that of Illinois but also from that of Massachusetts, which forbade any transfer of shares for one year after the failure to disclose any material fact, a flaw that led the First Circuit to condemn it. Hyde Park Partners, L.P. v. Connolly, 839 F.2d 837, 847-48 (1st Cir. 1988).

Buyers of stock in Wisconsin firms may exercise full rights as investors, taking immediate control. No interstate transaction is regulated or forbidden. True, Wisconsin's law makes a potential buyer less willing to buy (or depresses the bid), but this is equally true of Indiana's rule. Many other rules of corporate law -- supermajority voting requirements, staggered and classified boards, and so on -- have similar or greater effects on some person's willingness to purchase stock. CTS, 481 U.S. at 89-90. States could ban mergers outright, with even more powerful consequences. Louisville & Nashville R.R. v. Kentucky, 161 U.S. 677, 701-04, 40 L. Ed. 849, 16 S.C.t. 714 (1896); see also Kansas City, Memphis & Birmingham R.R. v. Stiles, 242 U.S. 111, 117, 61 L. Ed. 176, 37 S.C.t. 58 (1916); Ashley v. Ryan, 153 U.S. 436, 443, 38 L. Ed. 773, 14 S.C.t. 865 (1894). Wisconsin did not allow mergers among firms chartered there until 1947. We doubt that it was violating the Commerce Clause all those years. Cf. Edmund W. Kitch, Regulation and the American Common Market, in Regulation, Federalism, and Interstate Commerce 7 (A. Dan Tarlock ed. 1981). Every rule of corporate law affects investors who live outside the state of incorporation, yet this has never been thought sufficient to authorize a form of cost-benefit inquiry through the medium of the Commerce Clause.

Wisconsin, like Indiana, is indifferent to the domicile of the bidder. A putative bidder located in Wisconsin enjoys no privilege over a firm located in New York. So too with investors: all are treated identically, regardless of residence. Doubtless most bidders (and investors) are located outside Wisconsin, but unless the law discriminates according to residence this alone does not matter. CTS, 481 U.S. at 87-88; Lewis v. BT Investment Managers, Inc., 447 U.S. 27, 36-37, 64 L. Ed. 2d 702, 100 S.C.t. 2009 (1980); Exxon Corp. v. Governor of Maryland, 437 U.S. 117, 57 L. Ed. 2d 91, 98 S.C.t. 2207 (1978). Every state's regulation of domestic trade (potentially) affects those who live elsewhere but wish to sell their wares within the state. A law making suppliers of drugs absolutely liable for defects will affect the conduct (and wealth) of Eli Lilly & Co., an Indiana firm, and the many other pharmaceutical houses, all located in other states, yet Wisconsin has no less power to set and change tort law than do states with domestic drug manufacturers. "Because nothing in the [Wisconsin] Act imposes a greater burden on out-of-state offerors than it does on similarly situated [Wisconsin] offerors, we reject the contention that the Act discriminates against interstate commerce." CTS, 481 U.S. at 88. For the same reason, the Court long ago held that state blue sky laws comport with the Commerce Clause. Hall v. Geiger-Jones Co., 242 U.S. 539, 61 L. Ed. 480, 37 S.C.t. 217 (1917); Caldwell v. Sioux Falls Stock Yards Co., 242 U.S. 559, 61 L. Ed. 493, 37 S.C.t. 224 (1917); Merrick v. N.W. Halsey & Co., 242 U.S. 568, 61 L. Ed. 498, 37 S.C.t. 227 (1917). Blue sky laws may bar Texans from selling stock in Wisconsin, but they apply equally to local residents' attempts to sell. That their application blocks a form of commerce [p507]  altogether does not strip the states of power.

Wisconsin could exceed its powers by subjecting firms to inconsistent regulation. Because § 180.726 applies only to a subset of firms incorporated in Wisconsin, however, there is no possibility of inconsistent regulation. Here, too, the Wisconsin law is materially identical to Indiana's. CTS, 481 U.S. at 88-89. This leaves only the argument that Wisconsin's law hinders the flow of interstate trade "too much". CTS dispatched this concern by declaring it inapplicable to laws that apply only to the internal affairs of firms incorporated in the regulating state. 481 U.S. at 89-94. States may regulate corporate transactions as they choose without having to demonstrate under an unfocused balancing test that the benefits are "enough" to justify the consequences.

To say that states have the power to enact laws whose costs exceed their benefits is not to say that investors should kiss their wallets good-bye. States compete to offer corporate codes attractive to firms. Managers who want to raise money incorporate their firms in the states that offer the combination of rules investors prefer. Ralph K. Winter, Jr., State Law, Shareholder Protection, and the Theory of the Corporation, 6 J. Legal Studies 251 (1977); Fischel, supra, 1987 Sup.Ct.Rev. at 74-84. Laws that in the short run injure investors and protect managers will in the longer run make the state less attractive to firms that need to raise new capital. If the law is "protectionist", the protected class is the existing body of managers (and other workers), suppliers, and so on, which bears no necessary relation to state boundaries. States regulating the affairs of domestic corporations cannot in the long run injure anyone but themselves. Professor Fischel makes the point, 1987 Sup.Ct.Rev. at 84:

"In the short run, states can enact welfare-decreasing legislation that imposes costs on residents of other states. State anti-takeover statutes . . . may be paradigm examples of cost-exporting legislation that is enacted in response to lobbying pressure by in-state constituents. [The managers who gain from the law live in-state; the investors who lose may live elsewhere.] In the long run, however, states have no ability to export costs to non-resident investors. When entrepreneurs want to raise capital for a corporate venture, they must decide where to incorporate. The choice of where to incorporate in turn affects the price investors are willing to pay for shares. And because shares of stock have many perfect substitutes which offer the same risk-return combinations, it is impossible for the entrepreneur to pass on the effects of the law to investors. . . . Nor can a state export costs to the founding entrepreneur since corporations can be incorporated anywhere, regardless of the firm's physical location. States that enact laws that are harmful to investors will cause entrepreneurs to incorporate elsewhere."

The long run takes time to arrive, and it is tempting to suppose that courts could contribute to investors' welfare by eliminating laws that impose costs in the short run. See Gregg A. Jarrell, State Anti-Takeover Laws and the Efficient Allocation of Corporate Control: An Economic Analysis of Edgar v. MITE Corp., 2 Sup.Ct.Econ.Rev. 111 (1983). The price of such warfare, however, is a reduction in the power of competition among states. Courts seeking to impose "good" rules on the states diminish the differences among corporate codes and dampen competitive forces. Too, courts may fail in their quest. How do judges know which rules are best? Often only the slow forces of competition reveal that information. Early economic studies may mislead, or judges (not trained as social [p508]  scientists) may misinterpret the available data or act precipitously. Our Constitution allows the states to act as laboratories; slow migration (or national law on the authority of the Commerce Clause) grinds the failures under. No such process weeds out judicial errors, or decisions that, although astute when rendered, have become anachronistic in light of changes in the economy. Judges must hesitate for these practical reasons -- and not only because of limits on their constitutional competence -- before trying to "perfect" corporate codes.

The three district judges who have considered and sustained Delaware's law delaying mergers did so in large measure because they believed that the law left hostile offers "a meaningful opportunity for success". BNS, Inc. v. Koppers Co., 683 F. Supp. at 469. See also RP Acquisition Corp., 686 F. Supp. at 482-84, 488; City Capital Associates, 696 F. Supp. at 1555. Delaware allows a merger to occur forthwith if the bidder obtains 85% of the shares other than those held by management and employee stock plans. If the bid is attractive to the bulk of the unaffiliated investors, it succeeds. Wisconsin offers no such opportunity, which Amanda believes is fatal.

Even in Wisconsin, though, options remain. Defenses impenetrable to the naked eye may have cracks. Poison pills are less fatal in practice than in name (some have been swallowed willingly), and corporate law contains self-defense mechanisms. Investors concerned about stock-watering often arranged for firms to issue pre-emptive rights, entitlements for existing investors to buy stock at the same price offered to newcomers (often before the newcomers had a chance to buy in). Poison pills are dilution devices, and so pre-emptive rights ought to be handy countermeasures. So too there are countermeasures to statutes deferring mergers. The cheapest is to lower the bid to reflect the costs of delay. Because every potential bidder labors under the same drawback, the firm placing the highest value on the target still should win. Or a bidder might take down the stock and pledge it (or its dividends) as security for any loans. That is, the bidder could operate the target as a subsidiary for three years. The corporate world is full of partially owned subsidiaries. If there is gain to be had from changing the debt-equity ratio of the target, that can be done consistent with Wisconsin law. The prospect of being locked into place as holders of illiquid minority positions would cause many persons to sell out, and the threat of being locked in would cause many managers to give assent in advance, as Wisconsin allows. (Or bidders might demand that directors waive the protections of state law, just as Amanda believes that the directors' fiduciary duties compel them to redeem the poison pill rights.) Many bidders would find lock-in unattractive because of the potential for litigation by minority investors, and the need to operate the firm as a subsidiary might foreclose savings or synergies from merger. So none of these options is a perfect substitute for immediate merger, but each is a crack in the defensive wall allowing some value-increasing bids to proceed.

At the end of the day, however, it does not matter whether these countermeasures are "enough". The Commerce Clause does not demand that states leave bidders a "meaningful opportunity for success". Maryland enacted a law that absolutely banned vertical integration in the oil business. No opportunities, "meaningful" or otherwise, remained to firms wanting to own retail outlets. Exxon Corp. v. Governor of Maryland held that the law is consistent with the Commerce Clause, even on the assumption that it injures consumers and investors alike. A state with the power to forbid mergers has the power to defer [p509]  them for three years. Investors can turn to firms incorporated in states committed to the dominance of market forces, or they can turn on legislators who enact unwise laws. The Constitution has room for many economic policies. "[A] law can be both economic folly and constitutional." CTS, 481 U.S. at 96-97 (Scalia, J., concurring). Wisconsin's law may well be folly; we are confident that it is constitutional.

AFFIRMED


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 And as he sat, there passed him by Two visions of delight; Each viewed with fond, maternal eye And hugged—it made poor Edward sigh— A golliwoggy fright. He tried to cry to them out loud, But nothing came—he felt too proud.

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 They walked straight past and soon were gone, Poor Edward could have cried. He knew that he belonged to one, That he would one day be her son, But he was dumb from pride. He felt that of the two he'd choose The one with soft red hair and shoes.


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 But Horace soon returned and said He nowhere help could find; So Edward mounted him instead And held on by his charger's head. (Now wasn't Horace kind?) They travelled thus o'er hill and plain Till Edward was quite well again.


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 To get a place where he could thrive Our Edward found was hard, But soon he was engaged to drive A railway train, and did contrive That Horace should be guard. One day he saw what made him quail —A sleepy tortoise on the rail!


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 He found he hadn't time to stop, Though manfully he tried, So biff! and crash! and up and flop! They went. The tortoise did not hop But went on, sleepy-eyed. Poor Edward knew what was in store, —Of course he got the sack once more.


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xxii Another visit—a fortnight long—followed in June 1850. Smith had then removed with his mother to 76 (afterwards 112) Gloucester Terrace. Miss Brontë renewed her acquaintance with Thackeray, who invited her and her host to dine at his own house, and she met Lewes under Smith's roof. Before she quitted London on this occasion she sat to George Richmond for her portrait at the instance of her host, who gratified her father by presenting him with the drawing together with an engraving of his and his daughter's especial hero, the Duke of Wellington. Next month, in July 1850, Smith made with a sister a tour in the highlands of Scotland, and he always remembered with pride a friendly meeting that befell him on the journey with Macaulay, who was on his way to explore Glencoe and Killiecrankie. At Edinburgh he and his sister were joined on his invitation by Miss Brontë, and they devoted a few days to visiting together sites of interest in the city and its neighbourhood, much to Miss Brontë's satisfaction. She travelled south with them, parting from them in Yorkshire for her home at Haworth. For a third time she was her sympathetic publisher's guest in London, in June 1851, when she stayed a month with his mother, and he took her to hear Thackeray's 'Lectures on the Humourists' at Willis's Rooms. In a letter addressed to Smith, on arriving home, she described him as 'the most spirited and vigilant of publishers.' In November 1852 Miss Brontë sent to the firm her manuscript of 'Villette,' in which she drew her portrait of Smith in the soundhearted, manly, and sensible Dr. John, while his mother was the original of Mrs. Bretton. In January 1853 Miss Brontë visited Smith and his family for the last time. They continued to correspond with each other till near her premature death on 31 March 1855.

An interesting result of Smith's personal and professional relations with Charlotte Brontë was to make him known to such writers as were her friends—notably to Harriet Martineau and to Mrs. Gaskell, for both of whom he subsequently published much. But more important is it to record that Charlotte Brontë was a main link in the chain that drew a writer of genius far greater even than her own—Thackeray himself—into Smith's history and into the history of his firm. In the late autumn of 1850, after the interchange of hospitalities which Miss Brontë's presence in London had prompted, Thackeray asked Smith for the first time to publish a book for him, his next Christmas book. It was a humorous sketch, with drawings by himself, entitled 'The Kickleburys on the Rhine.' Thackeray's regular publishers, Chapman & Hall, had not been successful with his recent Christmas books, 'Doctor Birch and his Young Friend' and 'Rebecca and Rowena,' and they deprecated the issue of another that year. Smith had from early days, since he read the 'Paris Sketch-book' by stealth in Tegg's sale rooms, cherished a genuine affection for Thackeray's work, and it had been a youthful ambition to publish for him. Williams had in his behalf made a vain bid for 'Vanity Fair' in 1848. Smith now purchased the copyright of 'The Kickleburys' with alacrity, and it was published at Christmas 1850 in an edition of three thousand. Though it was heavily bombarded by the 'Times,' it proved


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 1825.]

did intend to abstain from bestowing any farther notice on the Catholic Question, until circumstances would permit us to advert to it in taking a review of the leading features of the present session of Parliament, but we feel it to be our duty to abandon this intention. The gigantic importance of the subject demands, that in discussing it, we should keep it apart from all other topics. The question is the leading one of the moment, and we apprehend that it will long be the leading one. The conduct which the Opposition prints have adopted, and the course which the Catholics threaten to pursue, lead us to believe, that, for some time to come, the deeds of Catholicism will occupy a prominent station in political discussion.

We will, in the first place, as in duty bound, strip the question of the misrepresentations and falsehoods in which party-spirit has been pleased to invest it, and place it before us in all the nakedness of truth.

The Roman Catholics of these realms lie under certain disabilities, which, when they were imposed, and long afterwards, were most just and necessary. This is not merely the opinion of Tories and high- churchmen; it is an opinion which, during the present session of Parliament, has been expressed by Lord Holland and other leading Whigs, and it has been coincided in by some of the better portion of the Catholics. Of course, it cuts up the doctrine of abstract right by the roots. In the judgment, not only of the Tories, but of the genuine Whigs—not only of the opponents of the Catholics, but of the greater part of their advocates—not only of Protestants, but of certain of the Catholics themselves—the disabilities ought not to be removed on the ground of abstract right. In the opinion of all these, the disabilities were originally most justly and wisely imposed.

The Catholic Question therefore is simply this:—Have those public dangers which called for, and sanctioned, the disabilities, passed away without having been replaced by others equally formidable;—are the Catholics so far changed, that they can be safely admitted into Parliament and the Ministry? This, and this alone, is the question. The British nation, the two Houses of Parliament, and the Executive, constitute the only tribunal that can decide it.

It must be clear to all men to whom the blessing of common sense is not denied, that this tribunal could not decide rationally and constitutionally upon removing the disabilities, without first receiving satisfactory evidence that the causes for them no longer existed. It must be equally clear to all such men, that the Catholics could only have a right to hope for the removal of the disabilities through the tendering of such evidence. It must be alike clear to all such men, that in all matters of difference between the State and the Catholics, the latter, and not the former, should make the sacrifice; or, at any rate, sacrifice in the one, should be followed by equal sacrifice in the other. Nothing can be more indisputable than that, if the Catholics cannot prove that they are reformed, cannot show their qualification, and will not conform their conduct and religion to the laws and constitution, they ought still to be subject to the disabilities.

Passing by justice and reason, and looking at fact alone,—the British nation, Parliament, and the Executive, deny, that the Catholics have any abstract right to the removal of the disabilities. They insist upon qualification. Were the question debated in the House of Commons on the ground of abstract right only, the Catholics would have scarcely any advocates. If the Catholics, therefore, really wish for the removal of the disabilities, there is but one path that will lead them to success;—they must tender to the only tribunal that can relieve them the proper evidence; they must clear their character, and display their qualification.

We assume this to be perfectly indisputable, and we shall therefore use it as our test in reviewing the conduct of the Catholics in their late application to Parliament.

The hostility of the Catholics towards the established religion and Protestantism generally, has been one of the chief reasons for continuing the


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 Gosse Magazine’ for 1826 he made his début in publication. Any attempt to write for the public, however, was nipped in the bud by circumstances which removed him in the early part of 1827 to a whaler's office in the little town of Carbonear in Newfoundland, where he remained, save for a few months spent in the remote station of St. Mary's in the same colony, until 1835. These eight years of seclusion, however, were of great value to him. His office work was not arduous, and it was at Carbonear that he learned to be a naturalist. He has himself [remarked?]: ‘In 1832 I commenced that serious and decisive devotion to scientific natural history which has given the bent to my whole life.’ In May of that year he bought, at an auction in Harbour Grace, Adams's ‘Essays on the Microscope,’ and instantly turned his attention to microscopy, especially as regarded the insects of Newfoundland, of which very little was then known. In 1835 he left Newfoundland and bought a farm at Compton in Canada, which he was glad to sell again in 1838, having during these three years barely extracted from it a subsistence. In 1838, however, while at Compton, he wrote his first work, ‘The Entomology of Newfoundland,’ which still remains unpublished, and he made innumerable observations and drawings of Canadian fauna and flora. In March 1838 he made his way south to Philadelphia, where he met with encouragement from Professor Nuttal, and was courteously received by the Academy of Natural Sciences. He made no long stay there, however, but proceeded onward to Alabama, where in the remote township of Dallas, far up the country, he acted as a village schoolmaster for nine months. Early in 1839 he returned from Mobile to Liverpool, and on the voyage wrote his ‘Canadian Naturalist.’ After a period of great anxiety and even destitution he succeeded in selling this manuscript for a good sum. The ‘Canadian Naturalist’ was published early in 1840, and was well received. Gosse did not, however, even now take to the literacy profession. He opened a small school in the suburbs of London, and lived precariously in this way until 1843, when he wrote and successfully sold his second book, the ‘Introduction to Zoology.’ Now, at the age of thirty-three, he first attracted the notice of the scientific world, and was recommended by the authorities of the British Museum to undertake the collecting of undescribed birds and insects in the tropics. Accordingly, in October 1844 he sailed for the island of Jamaica, and, after a short stay at Kingston, he took up his abode at Bluefields, a pastoral estate in the neighbourhoud of Savannah-la-Mar, which became his home for the next eighteen months. During this period he was actively engaged in procuring and sending home specimens of rare animals of every description. At length, in July 1846, he quitted Jamaica, returning to England, which country he never left again. Early in 1847 he published the ‘Birds of Jamaica,’ accompanied in 1849 by a folio volume of splendid plates. In 1848 he married Miss Emily Bowes [see ], and in 1849 his son and only child, Edmund, was born. At this time Gosse was occupied with a great deal of minor and miscellaneous literary work, residing all the while in London. In 1851 appeared one of the most valuable and best written of his books, ‘A Naturalist's Sojourn in Jamaica,’ in the preparation of which he was assisted by the gifted West Indian naturalist, Mr. Richard Hill of Spanish Town. In 1852 Gosse compiled a volume on ‘The Antiquities of Assyria,’ and he undertook many other tasks for the Society for Promoting Christian Knowledge.

He was now, however, about to turn his attention to that branch of zoology by which he is mainly known, namely the marine invertebrates. In January 1852 he went to reside at St. Marychurch, South Devonshire; nervous dyspepsia from excess of brain work making a country retirement absolutely imperative. Gosse, however, could never be unemployed, and he instantly occupied himself with the zoophytes of the rocky shore of that village; the climate, however, proved not bracing enough, and before the summer set in the family moved to Ilfracombe, where they continued till the end of the year. The result of these excursions appeared in 1853, as ‘A Naturalist's Rambles on the Devonshire Coast;’ in the appendix of which the invention of a marine aquarium, which had occupied Gosse since the beginning of 1852, was first given to the public; and the fact stated that the writer had successfully preserved marine animals alive in captivity for eleven months, a feat till then supposed to be impossible. This notion proved extremely popular, and in 1854 Gosse issued one of the most acceptable of his books, ‘The Aquarium,’ illustrated as usual by five coloured plates. Amateurs complained, however, that they knew not how to identify and name their marine captures, no handbook of our maritime fauna existing. To meet this want, Gosse issued (1855-6) the two volumes of his ‘Manual of Marine Zoology,’ embellished by nearly seven hundred illustrations drawn on wood by the author. Gosse's contributions to science were now too considerable to be overlooked, and in 1856 he was elected an F.R.S.; he had already become a very


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Soon after that they came across Some races in full swing. Said Edward, " Horses cannot toss And you can serve me as a hoss, —'Twill be the very thing." So Horace summoned all his strength And came in first by half a length.


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Talk:Remarks by the President at a Memorial Service for Victims of the Shootings in Tucson, Arizona

Hello!
It seems that we may have 2 pages of the same speech. Barack Obama's speech at the Memorial for the 2011 Tucson Shooting Perhaps we should merge these two pages. Lilly granger (talk) 03:22, 17 January 2011 (UTC)

2 versions
Hi. Shouldn't there be a mention somewhere that the speech as delivered differs from the version issued by the White House prior to the event? Orwell, are you there? --Kenatipo3 (talk) 20:43, 22 January 2011 (UTC) (I wasn't logged in when I made edits to the earlier version).

 * If such nuances exist between the GPO post-speech release and what the Mooseknuckle Wisconsin Dispatch reported that day - and they are of such an Earth shattering nature (as well as published copyright free in the public domain), then by all means please let Wikipedia know about it so we can point to the differences.

I skimed the two versions and the italics part seemed to match anyway. -- — George Orwell III ( talk ) 22:39, 22 January 2011 (UTC)
 * I just thought there should be a little note somewhere on the article page pointing it out. "Gabby opened her eyes", for example, was not in the White House version.  --71.246.238.214 04:34, 23 January 2011 (UTC)  AKA Kenatipo3
 * White House version???? Are you under the impression a pre-event press release or blog post on WhiteHouse.gov is an "official" version or something just as respectible?
 * Yes, frequently WhiteHouse.gov "releases" mirror or eventual become part of the well-established and universaly accepted Presidential records-of-fact published as the Weekly Compilation of Presidential Documents, but by no means is this always the case - this being one of the instances where the prepared pre-event speech, posted/blogged for the benefit of the public at large and the press at hand, was not the version actually given and therefore.
 * The only way this "White House" version becomes relevant, in my view, is if there is any question to WHEN changes between the prepared, the spoken and/or the published versions took place - the fact that a line or two was added when given at the event only guarantees that the Government Printing Office version "should", not only include the additional line or two, but a more accurate word-for-word transcription overall. Only this version is "officially" attributing the content as published to the President as given.
 * Had the GPO's WeeklyCPD (or the more recent DailyCPD) published versions omitted something actual spoken by the President at the event, even though that omitted part appears online in a blog or a press release, you cannot attribute the content to the President because it was not actually spoken by him.
 * Also, in most cases today, modern news & newspaper transcriptions retain copyright protections and cannot be hosted on WS as well. You may ask yourself if this ommision is part of a cover-up, a sign of poor-speech giving skills, maybe it was a broken teleprompter???.... NOT Wikisource's mission --> please take soul-crushing issues such as this to Wikipedia for debate and further analysis where they belong. :-) — George Orwell III ( talk ) 10:41, 23 January 2011 (UTC)
 * No need to have apoplexy on my account, old man. As you say, the issue is moot, as the WH website now has the speech as delivered.  Thanks for your time.  --Kenatipo3 (talk) 05:26, 24 January 2011 (UTC)

One more question for Orwell
Hey, should the level of progress still be 50%? --Kenatipo3 (talk) 05:30, 24 January 2011 (UTC)
 * Changed. : That portion of the Proofreading project is being phased out for transclusion of page-scans instead. It's more about linking to reliable & accurate sources and providing citation info for Users to copy and paste into their own projects. — George Orwell III ( talk ) 06:10, 24 January 2011 (UTC)


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But Horace felt so very done And very short of breath (You see, he was not built to run So fast), he gasped that even one More race would be his death. So Edward mournfully supposed A jockey's life to him was closed.


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 He took them on his brawny back And swam with them ashore. "This slight return I owe for lack Of thought," said he, "when o'er the track I crawled;—I'd do much more, But this, at least, will prove to you How much that sad event I rue."

They thanked him for his kindly deed And then resumed their march, But when the time was come to feed They found they'd nought to meet the need Except a piece of starch. Said Edward, "This will never do; Your wool, old chap, would be like glue."

They had no work, they had no food, But hungrier they grew. At last said Horace, "What's the good Of starving slowly? In the wood There's game enough for two. I feel quite faint, so get a gun And see what you can shoot, my son."


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 He wandered on with Horace till They reached a sheltered spot, And watched with quite an envious thrill Two boys who handled with great skill A trim, fast-sailing yacht. "O for an opportunity," Sighed Edward, "to put out to sea!"

The chance they wanted soon occurred —The boys went in to tea. By thoughts of danger undeterred They boarded, tacked and, in a word, Were happy as could be. They did not see the rising cloud That threatened every spar and shroud.

With all their sails set to the breeze, They were quite unprepared To meet the squall. Great tow'ring seas Tossed them about like shipwrecked peas; They would most ill have fared Had not a tortoise saved the twain —He who derailed the railway train.


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 They led poor Edward such a dance, He scarce could hold them in; They tugged as if their only chance In life was to get home to France And join their kith and kin. At last they got away by force, And Edward got the sack—of course.


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 And when at last he did succeed, While Horace stayed indoors, He took two poodles on a lead Out walking every day. Their breed Was such that on all fours They utterly disdained to go, Like Lion, Unicorn and Co.


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 "It's not my fault I've got no chest, They should have made it broad," He grumbled; but with noble zest He searched the country east and west To find some noble lord Who might excuse his tender age And take him on to be his page.


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 But when they reached the barrack-yard And wanted to enlist, The sergeant called out to the guard Their measurements, punched Edward hard And gave his neck a twist. "You've got no chest at all," said he. "No good!" thought Edward tearfully.


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 When Horace was quite well again They set out on their way. One day they heard a distant strain And, tramping o'er the dusty plain With music loud and gay, A brawny-chested regiment Marched past, on death or glory bent.

The sight so fired brave Edward's soul, He set off in the rear. Said he, "The cavalry's our goal, —A charger is your proper role;" But Horace shook with fear. "If we," he thought, "the foe should seek, I shall be mutton in a week!"


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 To give good Horace perfect rest They lay awhile at ease. They found a hammock suited best, Exchanging quip and merry jest With frogs and bumble-bees, And Edward helped stray leaves and twigs Along the stream with gentle digs.


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 The next employment Edward found Was towing someone's barge. Their cargo weighed full many a pound, And as beside the stream they wound Their burden felt so large That Horace, every hour or so, Said, "Are you sure coal doesn't grow?"

But onward still brave Edward strode And onward trudged his steed; Though leaden grew their lumpy load No signs of giving in they showed Till, all at once, a reed Upset the barge, the cargo sank And left them workless on the bank.


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Translation:Mishnah/Seder Moed/Tractate Chagigah/Chapter 1/6

One who did not offer the hagigah offering on the first Yom Tov of the festival may offer the hagigah throughout the festival or on the last Yom Tov of the festival. If the festival passed and one did not offer the hagigah--there is no longer an obligation to offer it. Concerning this it is said: A tiwsted thing cannot be made straight, and what is not there cannot be numbered.


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Printed in Bavaria


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 Yet, dead though the book itself is, and as it has been from the first, as an authority, it will long be regarded as a curiosity from its association with ‘the marvellous boy’ Chatterton. The full title of the work runs:—

‘The History and Antiquities of the City of Bristol, compiled from original records and authentic manuscripts, in public offices or private hands; illustrated with copperplate prints. By William Barrett, surgeon, F.S.A.,’ Bristol, 1789, 4to, pp. xix, 704.

 BARRI, GIRALDUS (1146?-1220?), ecclesiastic. [See .]  BARRINGTON, DAINES (1727–1800), lawyer, antiquary,and naturalist, fourth son of, first Viscount Barrington [q. v.], was born in 1727. He is said to have studied at Oxford, though it does not appear that he took any degree. Choosing the profession of the law, he was called to the bar as a member of the Inner Temple. The Barringtons had influential friends in the Pelham government, and it was no doubt through these friends that advancement come to him while he was still young. He was only twenty-four years of age when he was made marshal of the High Court of Admiralty, a post which he resigned when, two years later, he became secretary for the affairs of Greenwich Hospital; while in the law he gradually attained to a considerable position. In 1757 he was appointed Justice of the counties of Merioneth, Carnarvon, and Anglesey; in 1764 he succeeded Sir Michael Foster as recorder of Bristol; he was made a king's counsel, and afterwards a bencher of his inn; and between 1778 and 1785 he was second justice of Chester. While holding this last office he sat with Lord Kenyon, then chief justice of Chester, to hear the application for the adjournment of the dean of St. Asaph's trial (21 State Trials, 847). Barrington's friends said it was only want of ambition that prevented him from rising to a higher judicial position. Bentham, who in other respects admired him greatly, was of a different opinion; 'He was a very indifferent judge; a quiet, good sort of a man; not proud but liberal; and vastly superior to Blackstone in his disposition to improvement: more impartial in his judgment of men and things—less sycophancy, and a higher intellect. He was an English polyglot lawyer. … He never got higher than to be a Welch judge. He was not intentionally a bad judge, though he was often a bad one' ( 'Memoirs,' in Works, x. 121; see also i. 239 n.). In 1785 he resigned all his offices except that of commissary-general of the stores Gibraltar which he held till his death, and which gave him a salary of over 500l. a year. He was now possessed of very considerable wealth, having retired from the bench with a pension, and was able to abandon law and to devote himself to a somewhat erratic study of antiquities and natural history.

His writings had already given him a varied fame. His 'Observations on the Statutes,' his first work and the only work of any permanent value which he ever wrote, appeared in 1766. An incident concerning it is recorded which is not a little to his credit. In 1768 he found that he had many additions to make, when fully a hundred copies of the second edition remained unsold; but he determined to print the new edition at once, and refused to allow any of the old copies to be sold. There is no very definite purpose in the 'Observations.' 'The book is everything,' said Bentham, 'apropos of everything. I wrote volumes upon his volume.' Beginning with Magna Charta, he passes in review many of the chief statutes down to the time of James I, illustrating them with notes, legal, antiquarian, historical, and etymological. It was not the purely legal aspect of the subject which attracted him. His general reading placed him at a point of view which gives the book a peculiar significance. He saw how great a light our early statutes could throw upon our history, and how little their value had been appreciated by historians. He saw likewise that an intelligible history of English law could not be written without a knowledge of other systems to which English law is related.


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title: User talk:76.0.232.63


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User:EME44

About
My previous login (with like 280 SUL's) is locked. Feel free to fix it whenever you are ready.

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 * 2) I want to promote my websites. It seems fair to do so here under these circumstances. If you disagree, and you have the power remove/block the links, then do so if it makes you feel good about yourself. I will certainly be sure to stop contributing here.

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Page:Dictionary of National Biography volume 22.djvu/266

Gosse  contributor to the ‘Transactions’ of the society. In 1856, in the volume called ‘Teoby,’ he gave a detailed account of a summer spent in scientific investigation of the fauna of a Welsh watering-place and its neighbourhood. The problem of evolution was now beginning to agitate public opinion, though as yet not widely accepted; and Gosse attempted, in two rather unfortunate volumes, ‘Life’ (1857) and ‘Omphalos’ (1857), to meet the difficulties of animal development in a conservative spirit. He was disturbed during this year by the death of his wife, to whom he was most tenderly attached, and whose intellectual sympathy had become a necessity to him. These last volumes were not warmly received, either by savants or the public, and Gosse left London in great depression, never to return to town for more than a few days at a time. He took up his abode in St. Marychurch again, where he bought a house in which he lived for more than thirty years.

After a few months he recovered his mental activity, and turning from speculation to the true bent of his genius, independent observation of animals, he slowly wrote what is considered the most important of all his contributions to knowledge, the elaborate work on the sea-anemones, entitled ‘Actinologia Britannica,’ 1858-60, which is likely long to remain the standard authority on the subject. It is profusely illustrated, and contains a coloured representation of every British species at that time identified. His ‘Letters from Alabama,’ written more than twenty years before, had appeared in 1859. In 1860, moreover, was published ‘The Romance of Natural History,’ an attempt to ‘present natural history in æsthetic fashion.’ This is the one of Gosse's works which has been most frequently reprinted; it contains his famous theory of the sea-serpent as a surviving plesiosaurus. A second series followed in 1862. In 1860 Gosse married again, his second wife being Miss Eliza Brightwen of Saffron Walden, who survives him. In 1861 he published ‘A Year at the Shore,’ and in 1865 ‘Land and Sea.’ With these volumes his professional career as an author closed, and he devoted himself for the future in private to the cultivation of orchids, of which he formed a remarkable collection, and at intervals to the microscopic study of the rotifera, a section of British zoology till then almost wholly neglected. As late as 1885 he returned to scientific literature and published an elaborate and abstruse monograph on ‘The Prehensile Armature of the Papilionidæ,’ with microscopic plates drawn by himself in his seventy fifth and sixth years. About this time he placed his drawings and scattered papers regarding the rotifera, the labour of twenty years, in the hands of Dr. C. T. Hudson, who helped him to embody them in 1886 in a handsome work in two volumes. Gosse's eyesight remained remarkably good, and his general health gave no anxiety to his family until within a short time of his decease. In the winter of 1887, however, while using his telescope on a bitterly cold night, he was attacked by bronchitis, which he threw off in the spring of 1888, but too late. The weak condition in which he found himself rapidly developed a latent cardiac disease, under which he suffered for about six months; he passed away in the seventy-ninth year of his age, at his house in St. Marychurch, on 23 Aug. 1888. He was throughout his life an earnest student of Holy Scripture, and a believer in the doctrines which are known as evangelical.

Gosse published the following volumes, which are not mentioned in the foregoing survey: He contributed in all about sixty-two separate papers to the ‘Transactions’ of the Royal Society, the earliest being ‘Notes on an Electric Centipede,’ 1843. Of these papers most are quite short, but the following, all as it happens dealing with the rotifera, are large pamphlets or small volumes:
 * 1) ‘The Monuments of Ancient Egypt,’ 1847.
 * 2) ‘Natural History: Mammalia,’ 1848.
 * 3) ‘Natural History: Birds,’ 1849.
 * 4) ‘Popular Ornithology of Britain,’ 1849.
 * 5) ‘Natural History: Reptiles,’ 1850.
 * 6) ‘Sacred Streams,’ 1850.
 * 7) ‘The History of the Jews from the Christian Era to the Dawn of the Reformation,’ 1851.
 * 8) ‘Natural History: Fishes,’ 1851.
 * 9) ‘A Text Book of Zoology for Schools,’ 1851.
 * 10) ‘The Ocean,’ a book which has been frequently reprinted.
 * 11) ‘Natural History: Molluscs,’ 1854.
 * 12) ‘A Handbook to the Marine Aquarium,’ 1855.
 * 13) ‘Wanderings through Kew,’ 1857.
 * 14) ‘Memoir of Emily Gosse,’ 1857.
 * 15) ‘Evenings at the Microscope,’ 1859.
 * 16) ‘The Great Atlas Moth of Asia’ (Atticus Atlas), 1879.
 * 17) ‘The Mysteries of God,’ 1887.
 * 1) ‘On the Structure, Functions, and Homology of the Manducatory Organs in the Class Rotifera,’ 1854.
 * 2) ‘On the Dioecious Character of the Rotifera,’ 1856.
 * 3) ‘On Stephanoceros,’ 1862.
 * 4) ‘On Floscularia,’ 1862.
 * 5) ‘On the Melicertidæ,’ 1862.

 GOSSELIN, THOMAS LE MARCHANT (1765–1857), admiral, second son of Colonel Joshua Gosselin of the militia, entered the navy in 1778 on board the Actæon with


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User:EME44/2010 Federal Sentencing Guidelines Manual

This is the 2010 Federal Sentencing Guidelines Manual. Right now it is incomplete.

The original version can be found here: http://www.ussc.gov/Guidelines/2010_guidelines/ToC_HTML.cfm.

It can be moved to the main namespace at some point it seems. No guarantee of accuracy can be made here. Consult the original document to ensure correct information.


text: Dictionary of National Biography, 1885-1900/Gosse, Philip Henry


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Page:Folk-lore - A Quarterly Review. Volume 4, 1893.djvu/353

 THE CHICAGO FOLK-LORE CONGRESS OF 1893.

PACE prevents my giving more than a very brief summary of the results of the above Congress, which must be pronounced a decided success, in spite of many preliminary obstacles. The actual work began on July 11, with an address by Lieut. Bassett, the extremely energetic Secretary of the Chicago Folk-Lore Society. The following papers, forty-nine in number, were then read, though not in every instance by the author:—"Unspoken", by the Rev. Walter Gregor of Pitsligo, Scotland; "Notes on Cinderella", by Mr. Sidney Hartland; "The Superstitions, Customs, and Burial Rites of the Tribes of North- Western America", by Mr. J. Deans of Victoria, B.C.; "The Fatality of Certain Places to Certain Persons", by Miss Hawkins Dempster; "The Rise of Empiricism in Savagery", by Prof. Otis Mason; "The Northern Trolls", by Mr. David MacRitchie; "The Prehistoric Worship of the Hop among the Slavs, and its Relation to Soma", by Mr. E. Majewski of Poland; "Pottery and its Relation to Superstition, with the Influence of Woman in its Making", by Mons. T. Bilbaut; "The Cliff Dwellers of South-Western America", by Mrs. Palmer Henderson of Minneapolis; "Myths, Symbols, and Magic of the East Africans", by French Sheldon; "Some Sacred Objects of Navajo Rites", by Surgeon Washington Matthews, U.S.A.; "Sepulchres and Funeral Rites among the Ancient and Modern South Slavs", by Vid Vucasovic of Dalmatia; "Telling the Bees", by Mr. Eugene Field; "Comparative Afro-American Folk-lore", by Mrs. Anna Watson of Tennessee; "Creole Folk-Songs", sung by Mr. George Cable of Massachusetts.

On July 12 were read:—"The Symbolism of the Vase in


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 OF THE


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 {{center|{{larger|MISCELLANEA}}.

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{{small-caps|Notes on Welsh Folk-Lore.}}

{Communicated through Mr. {{small-caps|J. G. Frazer}}.)}}

The White Horse.—In South Wales, at a time of the early winter not very easy to determine—most people who remember it say at the end of November—young men go round from house to house with the white horse, expecting trifling presents in money. I remember it well in my young days, at Cowbridge, in Glamorganshire. The essential part of the thing was a framework in the shape of a horse's head, over which was fastened down a white drapery, which fell like a sheet over a boy's body. The white horses, I remember, had gay knots of coloured ribbon stuck on the head. The horse was led by a young man or youth, and the great purpose of it all seemed to be to run after, threaten to bite, and frighten the maids and children. Some of the horses had jaws, which the boy beneath could open and shut. I was told, in December last, that the white horse was put down by the police at Whitland, in Carmarthenshire, only about ten years ago, because there had been some servant girls frightened into fits; and another man in the neighbourhood told me that some very rough play was carried on sometimes in connection with it. The Principal of Cardiff College, Mr. Viriamu Jones, remembers the white horse in the Swansea Valley, as I do at Cowbridge. He suggested it might have to do with the invading and conquering white horse of King Arthur's legend. Is it in any way connected with the different white horses carved on chalk hills, such as the one in the Vale of White Horse, in Berkshire? Oris it connected with the pale or white horse of Death and the Erlkonig legend? Some say that the proper day for the white horse was the last day of November; others say that it came round shortly before Christmas.

Round, flat, white Loaves distributed on old New Year's Day.—In Pembrokeshire, on January 12th (old New Year's Day), people used to go round to neighbours' houses to fetch a present of a white wheaten loaf. My grandfather was a large yeoman-farmer in South Pembrokeshire; and a very intelligent man of 60, who has lived in the same part of the country all his life, and who worked as a lad on my grandfather's farm, remembers well this distribution of round white loaves. He says that there was quite a cartload of them piled up in readiness


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Rh in the kitchen, and that people came sometimes distances of twenty or thirty miles, gathering up the loaves at the different houses as they went along. The younger women and girls especially made a great holiday of it, and groups of them would go about together very merrily, and clothed in their best. In those days barley bread was commonly eaten, and wheaten bread was a treat to the peasantry. But does the date correspond with any festival of Ceres, and is not the round form of the loaf an unconscious survival of the custom of making round cakes as offerings to or in honour of Ceres, Isis, and other mother goddesses? The custom has now quite died out.

The Neck Feast.—At harvest-time, in South Pembrokeshire, the last ears of corn left standing in the field were tied together, and the harvesters then tried to cut this neck by throwing their hatchets at it. What happened afterwards appears to have varied somewhat. I have been told by one old man that the one who got possession of the neck would carry it over into some neighbouring field, leave it there, and take to his heels as fast as he could; for, if caught, he had a rough time of it. The men who caught him would shut him up in a barn without food, or belabour him soundly, or perhaps shoe him, as it was called, beating the soles of his feet with rods—a very severe and much-dreaded punishment. On my grandfather's farm the man used to make for the house as fast as possible, and try to carry in the neck. The maids were on the look out for him, and did their best to drench him with water. If they succeeded, they got the present of half-a-crown, which my grandfather always gave, and which was considered a very liberal present indeed. If the man was successful in dodging the maids, and getting the neck into the house without receiving the wetting, the half-crown became his. The neck was then hung up, and kept until the following year, at any rate, like the bunches of flowers or boughs gathered at the St. Jean, in the south of France. Sometimes the necks of many successive years were to be found hanging up together. In these two ways of disposing of the neck one sees the embodiment, no doubt, of the two ways of looking at the corn spirit, as good (to be kept) or as bad (to be passed on to the neighbour). The drenching with water may point to a very early period of origin, when moisture represented the female principle in nature.

37, Fitzroy Square, W.C.

A Wedding Dance- Mask from Co. Mayo.—My friend the Rev. W. S. Green, H.M. Inspector of Irish Fisheries, has given me an account of a marriage-custom at Erris in Co. Mayo, which is so remarkable that it is worth a special notice.

Whenever a wedding takes place, gangs of men and boys appear


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 YE CONTRIBUTOR HYS PREFACE.

UPPOSE the great-grandfather of anybody could ſtep down from his picture-frame and ſtalk abroad, his deſcendant would be eager to hear his opinion of the world we live in. Moſt of us would like to know what the men of the Paſt; would ſay of the Preſent. If ſome old philoſopher, for inſtance, exchanging robes for modern clothes, leſt he ſhould be followed by the boys and taken up by the police, could reviſit this earth, walk our ſtreets, ſee our ſights, behold the ſcenes of our political and ſocial life, and, contemplating this buſtling age through the medium of his own quiet mind, ſet down his obſervations reſpecting us and our uſages, he would write a work, no doubt, very intereſting to her ſubjects.

It would anſwer the purpoſe of a ſkilful literary enchanter to "unſphere the ſpirit of ," or that of, , or any other diftinguiſhed ſage of antiquity, and ſend it out on its rambles with a commiſſion to take, and report, its views of things in general. But ſuch necromancy would have taſked even the Warlock of the North, would puzzle the


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 Rh Never before in England, or probably in Christendom, had similar powers been vested in any single individual. The high office of chancellor and the dominant influence Wolsey possessed over his royal master gave him the control of all secular authority. His legatine faculties, increased by the additional powers of visitation he had extorted from the pope, made him no less supreme in matters ecclesiastical. In the hand of one man were grasped the two swords of Church and State. One mind directed the policy of secular and ecclesiastical administration in England. Had that man been a saint, the danger of such a combination would have been considerable, but when he was a worldly and ambitious man like Wolsey, it was fatal.

No sooner had Wolsey obtained the powers of visitation so long sought than he proceeded to put them in force. On March 19, 1519, he issued statuta to be observed by the order of Canons Regular of St. Augustin, which were to remain in force till the feast of Holy Trinity, 1521. The ordinances thus enacted are valuable evidence as to the state of the great Augustinian order at that time in England. They point to a severity of discipline and a mortified mode of life altogether incompatible with that general laxity since attributed to them in common with the other great bodies of regular clergy. The mere enactments of the primary principles of the monastic life or declarations of the unlawfulness of certain evil customs must never be considered in such injunctions as proof of the existence of evil. As well might the vigorous denunciations of sin from the pulpit, or the constant reassertion of the Ten Commandments, be held as evidence that God's law was uniformly violated by those to whom such words are addressed. The tendency of human nature is ever to fall away from any standard of excellence. Hence the necessity of unwearied iteration in setting out the ideal to be aimed at, and this is sufficient to explain why constitutions and statutes of religious orders inveigh against abuses.

It is impossible not to approve the spirit which dictated constitutions such as these. And it would have been well had Wolsey continued in the same way the work he thus begun, and by watchful care endeavoured to recall the


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 This was for Edward the last straw, And so he took a gun; For Horace he would brave the law, Whate'er betide. So when he saw A hare start up and run, He took fair aim with steady wrist And fired— but luckily he missed. A policeman heard the loud report And hurried to the scene. He hailed the poachers off to court, And there their shrift was very short —The judge's wit was keen: He sentenced them to prison-shop And hoped that long in there they'd stop.

Now prison-shop, of course, is where All dolls, when made, must go Until some maiden, kind and fair, Buys them and saves them from despair. And this is why, you know, They have such eager, anxious eyes, As each to catch your notice tries.


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 So Edward was marched off to jail And guarded night and day Amid a throng of beauties frail, While Horace, looking somewhat pale, Scanned all who passed that way, For both of them hoped she would see And rescue them from misery.

At last there came a day of joy, She stopped before the shop, And with her was a handsome boy; They viewed with interest each toy From yacht to humming-top. (They were, I may remark off-hand, Penelope and Hildebrand.)


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 Cold beads of perspiration stood On Edward's frantic brow; He feared lest his own mother should Not notice him (as if she could Have missed her own son, now !). But, scarcely glancing at the rest, Pen saw at once he was the best. "O what a pleasant person, look!" She cried to Hildebrand, "I must have him by hook or crook!" —In point of fact 'twas by a hook Held in the shopman's hand, Which hoisted Edward by the seat, A part adapted for the feat.

Now Pen had put her pennies by To save poor dolls from fate By buying them, and you should try To do the same. The Buttoneye Was marked, "Price two and eight." 'Twas dear, but Pen was quite content To think her savings so well spent.


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 16 orders to greater fervour. Unfortunately his ambitious schemes soon involved him in a conflict with them. Those who might tolerate criticism, and even welcome wholesome correction, could hardly be expected to look with approval, or even indifference, on total extinction.

At the close of 1523 the cardinal had determined to rival other great churchmen as a founder of an Oxford college. The example of Waynfleet and Wykeham, and the more recent establishment at Cambridge, through the exertions of the venerable Bishop Fisher, impelled him to add the glory of "founder" to the titles he already possessed. At this time he was engaged on the erection of magnificent palaces, and he had as much difficulty in supplying funds for these ambitious undertakings as in keeping his master, the king, from constant beggary.

To the other emoluments, ecclesiastical and lay, which Wolsey possessed, and in addition to the pensions he received from foreign countries in 1521, he added the revenues of the abbatial office of St. Albans. He was away from England when Abbot Ramridge died in November. On the 12th of that month the monks appeared before the king at Windsor to request permission to proceed to the election of a successor. Henry made them a speech, about which, on account of "its princely and godly motion," Secretary Pace wrote to Wolsey the following day. Whilst actually engaged on this letter a communication was brought to him from the cardinal "touching the monastery of St. Albans." "And after I had perused," writes Pace, "and diligently debated with myself the contents of the same, I went straight to the king's grace, with your grace's letters, to him directed, in the same matter. And I found him ready to go out a shooting; and yet, that notwithstanding, his grace happily commanded me to go down with him by his secret way into the park; whereby I had as good commodity as I could desire to advance your grace's petition as much as the case required. And the king read your grace's letters himself, and made me privy to the contents of the same. And the few words his Highness spoke to me in this cause were these: 'By God! my lord cardinal hath sustained many charges in this his voyage and expended £1O,OOO,' which I did affirm and show his grace of good congruence, he oweth you some recompence. Whereunto his grace answered


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 The ransom very soon was paid And Edward, once more free, Borne off in triumph. Though arrayed In shabby coat and trousers frayed And baggy at the knee, He was more precious to Pen's heart Than if they'd been quite new and smart.

And faithful Horace, too, was bought —Pen saw by Edward's eye No freedom for himself he sought If his pet lamb's fate should be fraught With doubt—he'd rather die. But Horace had to run like mad, So fast a pace his mistress had.

"I'd go through twice as much for this," Thought Edward with a sigh As he received his hundredth kiss, And Horace, wrapped in wool and bliss, Just winked the other eye. And how they relished, to be sure, The other dolls' discomfiture!


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 "I know the hard times you've been through," Said Pen, and kissed them both, "But nothing now need worry you For here your life begins anew—" ("Hurray!" fat Horace quoth), "—And when we seek the country air I'm sure we'll find adventures there."

And Pen proved quite a prophetess For, shortly after that, They met a lovely—well, what?—guess! What dream of perfect loveliness D'you think I'm hinting at? Well, if your Dad is pleased with you, Perhaps he'll buy you that book too.


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Uniform in price and similar in style:
 * 1) Baby Finger Play.
 * 2) The Three Baby Bears.
 * 3) The Stories the Baby Bears Told.
 * 4) The Baby Bears' Picnic.
 * 5) The Little Toy Bearkins.
 * 6) Toy Bearkins' Christmas Tree.
 * 7) Little Blue Rabbit and his Adventures.
 * 8) Edward Buttoneye and his Adventures.
 * 9) Little Redskins.
 * 10) The Animals' Trip to Sea.


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Talk:Elfenlied

now elfen lied poem connects to the anime by the specific meaning that the main character Lucy has elfish horns, meaning as in elfish= evil from the puritans point of view. you can take some parts of the poem and the anime to make sense of it. As though who are different are an outcast the so normal society back then. In the poem, but mostly the anime there is a sign of bullying occurrence that is related to each other. The poem and the anime are named the same so it has to be connected in some way. if you understand the anime you might be able to understand the poems' meaning that intertwines to the storyline. The person with "horns" will be bullied and outcasted from the people around them as the same as the elf trying to figure out who called him and ends up getting hit with the stone. That scene right there at the end of the poem... It doesnt really state it being thrown from someone but u can infer that at the end of that line it says "had enough". That's a sign of it being connected with the anime, being alone, mistreated, and bullied because of your indifference same as for lucy being the victim of being betrayed by a human that was suppose to be her so called friend. To where if the poem had continue all hell would have broken loose. Im just stating this as my belief of why the anime was called Elfen Lied. Im hoping that some would agree with my theory of why the creator gave it this title. I believe it has something to do with the storyline and the poem that made him/her choose it. 17 January 2011 User:Hirotero

The translation is clearly ad-hoc. The published German text should be (and already is) on de-wikisource. --Dbachmann (talk) 20:32, 21 April 2017 (UTC)
 * It might be from The songs of Hugo Wolf by Eric Sams. Don't have access to so I can't tell. If it is it's likely a copyright violation. Prosody (talk) 01:31, 22 April 2017 (UTC)

title: Talk:Elfenlied


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title: Folk-Lore/Volume 4/Miscellanea (March)