Last week, the Securities and Exchange Commission announced that it is proposing new rules requiring "disclosure about whether directors, officers and other employees are permitted to hedge or offset any decrease in the market value of equity securities granted by the company as compensation or held, directly or indirectly, by employees or directors." Although this formulation is true to Congress' expression of the requirement in Section 955 of the Dodd-Frank Act, it nevertheless struck me as odd. Indeed, it seemed to suggest a subtle philosophical bias - all things are prohibited unless specifically permitted rather than all things are permitted unless specifically prohibited. Put another way, hedging is permitted regardless of whether an issuer affirmatively permits it. The only relevant disclosure is whether an issuer has decided to prohibit hedging.
Which Came First, The Island, The Bird or The Dog?
Readers should know that this blog is devoted to subjects legal, historical, orthographical, etymological and occasionally ornithological (see., e.g., In California, Francois Mitterrand’s Last Meal Would Not Have Been A Canary). Today, the subject is both historical and ornithological.
Which came first, the island, the bird or the dog? For the answer, we can turn to Gaius Plinius Secundus (aka Pliny the Elder) who lived in the first century C.E. and wrote Naturalis Historia (Natural History). In Book VI, he writes about the Fortunate Islands which are now known as the Canary Islands because of the enormous dogs found there (canis is the Latin word for dog):
proximam ei canariam vocari a multitudine canum ingentis magnitudinis - ex quibus perducti sunt iubae duo - ; apparere ibi vestigia aedificiorum. cum omnes autem copia pomorum et avium omnis generis abundent, hanc et palmetis caryotas ferentibus ac nuce pinea abundare; esse copiam et mellis, papyrum quoque et siluros in amnibus gigni. infestari eas beluis, quae expellantur adsidue, putrescentibus.
[Juba says that] the next island is called Canaria by reason of numerous dogs of prodigious size - two of which were taken to Juba - remnants of buildings appear there. [He states] though all of the islands abound with a supply of fruit trees and all types of birds, Canaria abounds with palms and pines bearing dates and nuts; there is ample honey, and the rivers produce papyrus and river fish. However, these islands are infested with rotting beasts that are continuously being thrown up.
Naturalis Historia, Book VI, Ch. 61 (my translation). Pliny's source is Juba II, who deserves to be better known. Juba II was brought up in Italy after his father, King Juba I of Numidia, was captured and paraded through Rome in 46 B.C.E. by Julius Caesar. Juba II eventually married Cleopatra Selene II, the daughter of the more famous Cleopatra (Cleopatra VII Philopator) and Marc Antony (Marcus Antonius). The future Emperor Augustus captured Selene II after the famous suicide of her parents and took her to Rome where she married Juba II. In 25 C.E., Augustus gave the Kingdom of Mauretania to Juba II. Keenly interested in the areas surrounding his kingdom, Juba II sent an expedition to what is now known as the Canary Islands. So, first came the big dogs, then the island, and then the birds (which as Juba II points out were abundant on the island).
