Experts, including GE CEO Immelt, Analyze Economy

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The near term prospect for United States business is on the uptick. Our recovery from the recession is steady, although it is subject to months where statistics appear counter-cyclical. The United States is faring better than most developed economies, and the time to start business initiatives is today. You shouldn’t wait around; the way things look today constitutes the “new normal.”

This is the view of the panel at the September 18th meeting of the National Association of Corporate Directors/New England.  Panel members were Jeffrey Immelt (CEO of General Electric), John Fish (CEO of Suffolk Construction and head of the committee to bring the 2024 Summer Olympics to Boston) and Cathy Minehan (Dean of the Simmons School of Management and former President of the Boston Federal Reserve Bank).

According to Immelt, there are still problems which the United States economy should overcome, particularly paucity of investment for small and mid-size businesses, which are the drivers of employment growth. We also need to work on training and education, protecting small businesses (we say we love them but “crush them”), infrastructure and regulatory reform.

The panel also cited the complex and over-reaching United States corporate tax system. This has led to “inversion” transactions, where American companies re-establish their home base outside of the United States to save on taxes (Immelt noted that “We’re not doing that.”). There was, however, a lack of confidence that the political deadlock would permit addressing the tax code any time soon.

One of the drivers of American manufacturing, which Immelt claims is in its best shape in thirty years, is inexpensive energy compared to our worldwide competitors.

Minehan noted that while the United States is indeed on an “upward trajectory,” one great help would be a “normalization of interest rates,” particularly in the short term; we should not be concerned with month-to-month volatility. She also noted that the United States was benefitted by our ability to attract, educate and retain young people from other countries (“thank God for immigration”), which makes the United States more resistant to an aging demographic than other developed economies. China was going to run into a problem of an aging workforce as a fallout of its “one child per family” policy.

The panel noted that we were not training people to do the jobs we need, and that we lack the technical schools to train an intelligent workforce. Education is too expensive, and there is unsustainable student debt. Industry must take a lead, also, perhaps in summer internship and apprenticeship programs.

Failure of the government to cooperate with industry to understand the growing needs for infrastructure, including roads and transportation, will stifle growth and already is causing gridlock in a variety of ways. For Massachusetts, attracting people from overseas and inducing them to work in Massachusetts outside Route 128, attracted by new infrastructure support in the rest of the State, would be a great way to build the economy and to provide affordable housing.

The panel agreed that under-employment was not just an American problem. Immelt noted that under-employment is the global issue, and that for example over 60% of Egyptian college graduates were unemployed.

In subsequent posts, I will address three additional areas discussed by the panel: the role of technology; doing business with China; and, the effort to attract the Olympics to Boston.

Sox it to me….

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I don’t know about your email box, but I am flooded by emails from baseball fans near and far, driven by a press frenzy and (surprisingly) arriving from such baseball outposts as Chicago and Washington, relative to what the Red Sox ought to be doing when they rebuild.

For starters, the outfield seems over-staffed yet complicated. Jackie Bradley has been unable to hit the big league slider. He is a kid; he should be sent down to Triple A to see if he can work on his fundamentals.

This still leaves a plethora of outfielders: Cespedes who seems to be lionized even though he is hitting below .260, the newly signed Cuban Castillo (who never played a major league game until last night but landed a $72,500,000 long term contract), the allegedly much-feared Allen Craig (who is hitting around .200 and can’t seem to find his footing), last year’s star Shane Victorino (who I think has played fewer games than my grandmother this year by reason of injury, and appears to be continually fragile), and then Mookie Betts (a surprise 21 year old with attitude and skill).

Throw into the mix Daniel Nava who had a fabulous year in 2013 and this year is languishing (like many of the Sox) around the .260 mark with 4 home runs in over 300 at bats. And he can’t run. Where does he fit in?

Ellsbury is having a lousy year with the Yankees. Would he have done better here? One wonders. Then again, he is surely not worth the salary the Yankees are paying him, and he is still on the early side of his tenure with the Yankees. I love the guy, but perhaps it was a good move to let him go?

The Sox have weaknesses in pitching. Who will they have to trade to get pitching, if they don’t want to give away any of the “kids?” If you protect Betts, how much outfield playing time could you give Craig (who has no trade value)? You are not going to blow out Castillo, nor Cespedes. Betts likely has huge trade value, but for that reason do you let him go? If you let Betts go, aside from Cespedes your outfield looks like unproven Castillo, unperforming Craig and crippled Victorino, into which salad you would shake Bradley if he develops down in Pawtucket and then Nava.

Is common wisdom correct, that we need big-time starters? One of my correspondents claims that the Orioles, who have opened a huge lead in the American League race, and just clinched the Division, don’t have a “stud starter.” Could Buchholz and Kelly jointly fill a semi-stud top-of-rotation role?  (Last night’s shelling of Buchholz surely cannot be reassuring.)  Blend in some of the kids (Webster, Rubby, Wright)? Mujica and the rest of the committee as closers (Koji is likely toast). Is that enough? Given the price of seats, does management have the nerve to leave the pitching staff right where it is today, bearing in mind that the team is struggling to win 70 games? An interesting question.

So what is with the infield? Napoli has some power but not a lot of RBIs and has been spotty. (He has a high OBP and likely is misused hitting later in the line-up but he projects as a power hitter so he hits where the power guys hit.)  Middlebrooks, whom the Sox seem to love because of his alleged power, has been a total disaster for the entire year. How much playing time do you give him at third base? Everyone keeps talking about Holt as a backup but I see him as a third baseman. Bogaerts seems coming around as a shortstop and I don’t think anyone will move his position again, nor trade him. Do you give Craig a shot at first base? Platoon him with Napoli, and use either or both of them to spell Big Papi in the DH role?

This is not the first time Big Papi has had a weak year. A weak year punctuated by 32 home runs I might add; will he come back in terms of batting average? Is this the beginning of the end for Big Papi?

Another way to slice the pie is to say that Cespedes can become the next Big Papi. He has never hit for the average that Big Papi has achieved in many years; can he be trained to be sufficiently patient at the plate to do that? Does he care to do that in any event? He becomes a free agent at the end of 2015 I think. If he continues to play the way he is playing, and doesn’t conform to Red Sox needs, maybe he doesn’t care because he goes elsewhere as a position player, without changing his act, for the big bucks.

That brings us to our little second baseman, Dustin Pedroia. In each of the last several years he has had noticeable decline. He is at this moment being operated on for a hand injury and is gone for the rest of this year, but then there isn’t much of this year left. What will he be like on his return?  Sox management on today’s team web-page assures us that after surgery he and his power will return; sounds like the old joke (“Doctor doctor will I be able to play the piano after my surgery,” to which the doctor replies in the affirmative and the patient says “great, because I don’t know how to play now and I always wanted ….”).  It is premature to suggest that Pedroia, everyone’s darling and the player with the attitude you wish everyone had, former Rookie of the Year, former .300 hitter, might be fading to average-ness at this early age. But he is small, he plays all out, he punishes his body in every game and in every role. How long can he last? You know the book on small ballplayers, don’t you? They burn brightly and then all of a sudden, the flame goes out.

So maybe if the Sox are married to Middlebrooks he is at third, Bogaerts at short, Pedroia at second, Craig/Napoli at first, and Holt is the floater. (We will put aside the fact that Holt has a higher batting average than all the rest of these guys, and, in fact, just about a higher batting than a couple of them combined.)

Oh, one more thought; Mookie Betts was a second baseman in Pawtucket and the Sox are now trying him out at that position. Does that mean we are now short of proven outfielders and long on proven infielders?

Back to pitching one more time. Everyone keeps telling me that Jon Lester will come back. Is there anyone out there willing to bet on that? I have $10 that says that Lester will not be back in a Sox uniform next year. Anyone want the bet? Lester’s return has become something of urban legend. But the Sox don’t give long contracts to aging players, and Lester is going to bring down a long-term fortune next year given his studly performance so far at Oakland.

I see Lester next year in pinstripes. Eat your heart out.

Alibaba: less than forty thieves??

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We await the much-heralded IPO of Alibaba, the Chinese on-line retailer that is larger than — I read this somewhere, what was it, larger by sales than the economy of Europe and the US combined??– no that cannot be right….  In any event, its BIG.  And as a stock–  HOT.

Comes along Professor Lucian Bebchuk of Harvard Law School, leader of the movement for shareholder rights and director of the Harvard program on corporate governance, and writes in the New York Times yesterday a warning to investors:  keep your eyes open to “the serious governance risks accompanying an Alibaba investment.”

Bebchuk notes there is great governance risk; a small group of insiders owns a small amount of equity but has guaranteed control.  This same group owns lots of equity in companies that do business with Alibaba and could thus divert profit from Alibaba to these other entities. 

Bebchuk got this information from a very public source: the registration statement disclosures filed with the SEC and given in the Prospectus to all would-be investors. Since investors are thus duly warned by robust disclosure, it is strange that Bebchuk would in effect restate the risk as a warning in a column. 

Investors receiving full disclosure can make their own decisions.  If they find that profits are not sufficiently robust, they sell the stock.  Concentrated control, and the opportunity to use that concentration for personal gain, are risks presented by very many companies in the marketplace.  Directors, even if named by an insider cabal, still owe fiduciary duties to the other shareholders.  Just seems strange to me– anyone else react that way?

Banning Noncomps in Massachusetts?

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The current law in Massachusetts concerning enforcement of noncomps is based upon court cases and not on statute, is confusing and very fact dependent as to which noncompetition covenants will be enforced, and is a constant matter of legal dispute for med-tech companies (and, indeed, for many other companies also).

At a September 16th meeting of MassMEDIC (the association of Massachusetts medical device companies), I had an opportunity to present upon the current status of Massachusetts law concerning noncompetition agreements, which has become an area of great interest since earlier this year, when Governor Patrick proposed a statute which would render all noncompetition agreements unenforceable, except in cases of business acquisitions. His theory was that the elimination of noncompetition agreements would make executives and scientists in technology fields more mobile, thereby driving the Massachusetts economy and encouraging entrepreneurship. Think California (a State which does in fact ban noncompetition agreements).

Three different proposals surfaced in the Massachusetts legislature during the session ended July 31st. None were adopted and they all died. The one that came closest, approved by the Senate but not the House, would have permitted enforcement of some but not all noncompetition agreements. That proposed statute required notice to the employee of right to counsel, gave employees five business days advance notice before being required to sign, required fair consideration to the employee in addition to continued employment, had a ten day cooling off period before the agreement became effective, presumed reasonableness of time for restriction periods of six months or less (the implication being that longer noncompetition covenants would be closely scrutinized), limited the geographic prohibition to areas in which the employee worked (not where the company operated), and could not be imposed upon hourly employees.

After the close of the formal legislative session, and during the informal legislative hiatus period in which we now find ourselves, Governor Patrick refiled legislation in the form of a request that Massachusetts adopt the Uniform Trade Secret Act which, similar to the Bill described above which was passed by the Senate but not the House, would permit noncompetition agreements in limited circumstances.

Prospects for passage of any legislation in the next formal session are unclear. Some of the larger technology companies in the Commonwealth, protecting their work force, are opposed to any such legislation. Not surprisingly, the entrepreneurial community is in favor. Perhaps in the coming gubernatorial campaign, some light will be shed on the issue and perhaps one of the candidates will pick up the cudgel and drive for statutory reform.

Labor Protest Today in Boston– Supersize my Paycheck

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Out for my usual luncheon stroll around town in today’s picture perfect weather, I was attracted to a noisy gathering, surrounded by flashing blue police lights, at the intersection of State and Congress Streets, in the heart of Boston’s downtown business district.  About a hundred very noisy protesters with bull-horns and cryptic signs were chanting that they wanted $15 an hour plus a union.

It was impossible to tell what industry they worked in, however.  They were organized enough to get into place all of their people, placards, bull-horns, banners, and a line of ten protesters prepared to be arrested by sitting across the traffic lanes; apparently, however, no one of the protesters thought to make it clear to the curious business lunch crowd who they were.

So I crossed the police line, drawing modest interest, and just asked.

They are the fast food workers.  All different fast food companies.  They want equality in wages (with whom they did not seem to know).  They want it NOW.  If they do not get it NOW, they will, seemingly per their chants, stay IN YOUR FACE until they get it.  They are much like the Terminator, it seems to me: they say that they will never be defeated and that they will not stop.

Now $15 an hour these days seems like not a lot of money, and I do not in fact begrudge them this modest stipend;  the press is full of stories of marginal workers who are below the poverty level although they do hold down jobs– at least these folks are trying.  My first law job worked out to about $3 an hour, I recall — but that was long ago, when men were men, a dollar was a dollar, and a Red Sox bleacher seat was a quarter.

It is a bit of an anomaly, perhaps, that the impact of a raise like this is likely to disproportionately affect the poorer populations, as the cost of fast food may well rise and as the target client base of fast food is not exactly the James Beard crowd.  But who knows how much this raise would really cut into profits, and how much the franchisees are earning; maybe the math just works out more or less.

A few details of note: protesters of all ages and colors; the Boston police were very controlled and gentle, easing the arrested sit-ins off the street with a few words and escorting them uncuffed to the paddy wagons (very reassuring and I think ACLU-friendly); the protest (for those of you unfamiliar with Boston history and lore) was just in front of the Old State House, built in 1713, site of the 1770 Boston Massacre in which the Redcoats shot and killed five protesters (it was about taxes in those days), and site of the headquarters of the British occupation of Boston during the Revolution.   My family goes there many July 4ths to hear the Declaration of Independence read from the balcony — pretty good piece of polemic writing, that Declaration. 

Come to think of it, today’s labor protesters could have taken a lesson in clarity of message from that Declaration. 

 

The Public Benefit Corporation

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 Let us say you are a company that wants to make a profit, but wants to consider not only the interests of the shareholders, returning some profit to them, but also the interests of other groups you characterize as “stakeholders”: employees; the public at large; the environment; the general economy. In the context of the American corporation now conceived as a machine designed to return profit to shareholders, how do you establish such a corporation without having the officers and directors breach their fiduciary duties by making decisions which reduce profit in order to benefit some other constituency?

About a year ago, the state of Delaware established a new concept for a corporate entity. In effect, by statute, it has expressly permitted rejection of the now-ingrained corporate focus on shareholder return. While it is perhaps not surprising that Delaware, our most imaginative of corporate jurisdictions, has developed this option, it is also mildly anomalous; after all, one of the fountain-heads of the current understanding of the corporation ( run by fiduciaries for the benefit of the risk-taking shareholders) is Delaware, home of so many of our larger or public for-profit corporations.

You can establish a public-benefit corporation in Delaware by simply so providing. There is an infinite range of interests that can be benefitted by a public-benefit corporation, in addition to the stockholders. The corporate formation papers must specifically identify one or more categories of stakeholders, other than stockholders, within a very wide variety of possible beneficiaries: the list includes but is not limited to the following constituencies: artists, charities, cultural, economic, educational, environmental, literary, medical, religious, scientific or technological.

In lieu of including the cumbersome words “public-benefit corporation” in the legal entity name, you may use the abbreviation “PBC.”

Further, an existing for-profit corporation can amend its charter to become a PBC. The requirement is of a 90% vote of each class of stock.  Of course, that can leave as many as 10% of the shareholders, who signed onto a for-profit corporation, suddenly facing a fundamental change in the nature of their investment. Consistent with general Delaware and corporate practice, a shareholder so negatively affected economically by a change in his or her investment, to which such shareholders did not consent, is entitled to statutory “appraisal” (a mandatory redemption of stock at fair value), rather than requiring a shareholder to be dragged unwillingly into a public-benefit corporation.

Interestingly, it requires only a two-thirds vote of outstanding shares to go the other way, which is to say to take a public-benefit corporation and flip it back into a for-profit corporation. No right of appraisal is afforded in such instance, because although the nature of the shareholder’s investment is being radically altered, that alteration presumably is deemed not to create an economic disadvantage.

There is an express provision which requires the board of directors to manage the affairs of the public-benefit corporation to reflect the interests of the various constituencies specified in the charter, and provides protection from director liability  (shareholders cannot sue directors for taking action which they honestly believe to be in the best interest of the stakeholders specifically identified as benefitted by the PBC).

So, does Market Basket pressage a revised sensibility to the proper role of a corporation? Or is it a “one-off,” an oddity wherein a shareholder dispute triggered an unusual reaction? I note that no one has suggested that if “Arthur T” gains control and is reinstated (as was announced today), he will opt for a PBC approach, notwithstanding the incredible support he has received from employees and consumers;  there seems to be a private equity firm backing him, as well as a load of new corporate debt, and I doubt that many PE firms or creditors would have an interest in the PBC model for Market Basket just now….

The SEC, IRS and Shareholder Activism as Handmaidens of the New Corporation

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 In the prior post, we tracked broadly the treatment of American corporations as economic institutions driven by increases in shareholder value. Boards of directors and CEOs are now being held to building shareholder wealth as their mission.

This second post broadly outlines three ways in which our government agencies, and emerging corporate practice, have bought into this concept.

The SECs disclosure scheme, particularly the mandatory discussion of compensation in annual filings, feeds into analyzing corporations only in terms of their earnings, and evaluating the CEOs in that fashion. The granularity of financial reporting under the SEC’s mandatory XBRL regime, while clearly improving corporate financial reporting, also lends itself to the kinds of calculations and valuations, and consequently the judgments and rankings, of corporate performance based upon easily quantifiable and comparable earnings data.

The current Internal Revenue Code denies public employers a deduction for the salary of the principal executive above $1,000,000 per year, except to the extent that excess compensation is tied to “performance”. Performance is most conveniently and objectively measured through profitability and earnings per share. Since short-term executive compensation often is tied to aspects of such performance, economic goals have become the focus of management. (Recently, compensation advisors have been suggesting an approach that rewards both short-term and long-term shareholder benefits, but the focus has still remained on total shareholder returns as the measuring stick.)

Similarly, the rise of shareholder activism, facilitated by changes in the law and in internal governance practices which eliminate insulation of boards from shareholder pressure, have made corporations more responsive to shareholder interests, and have thus created a system where directors and management cannot protect themselves from the mantra of maximizing shareholder returns.

Although Market Basket is a private company and not wholly analogous to the larger public companies which primarily concern the SEC and the IRS, we can measure how far down the line we have come in buying into shareholder focus as the touch-stone of corporate performance when we measure our own shock, and perhaps negative reaction, to the action of low-level Market Basket employees and local shoppers.

In the past, if an entity wanted to benefit public constituencies, it would form itself as a non-profit enterprise. By definition, the economic power and sustainability of non-profit enterprises is limited. In our third and final post on this subject, we will discuss the possibilities presented by a new form of entity, the “public-benefit corporation.”

From Market Basket to a New Corporate Model?

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 The ongoing saga at Market Basket focuses clearly the following question: what is the appropriate role of an American corporation in the modern age?

While the shareholders battle and squabble for control and power, various constituencies affected significantly by Market Basket as an entity are in turmoil and suffering: employees, suppliers and customers.

To what degree should the Board of Directors of Market Basket care about the well-being of these constituencies? Clearly Directors want to make decisions which do not harm the bottom line, but that focus might lead to different results from saying: “we are all one big family, what is the best solution for everybody, giving shareholders and customers and employees and suppliers and creditors an equal weight?”

This first of three blogs will touch briefly on the history of American corporations. A second blog will discuss the current mantra of maximizing “shareholder value.” A third blog will discuss a new form of entity, the so-called “public-benefit corporation.”

Corporations as an idea began as a grant by a government of a charter to a company which was charged with an obligation of doing public good. Original corporate charters were given to railroads, canal builders and the like.

In the 1970s and 1980s, there was a shift in thinking about the role of corporations. Corporations were no longer viewed as stable entities providing long term income and retirement for employees, and providing a fundamental benefit to the cities and societies where they were located. In the face of heightening economic competition and in the fear that American corporations would be left by the wayside, a new view of corporations as purely economic entities found its way from academia into corporate America. The corporation, it was so asserted, was designed only to make money for the shareholders who undertook risk. You could measure the value of a corporation, and how well it was run, by a bottom line which was easily quantifiable. CEOs were to run companies for profit. Boards were to make decisions, and select CEOs, with the same goal in mind.

The price of your share of stock became the bottom line mantra. Never mind that thereafter some academicians pointed out that actual increases in shareholder value were higher in the period prior to this new focus on economic performance.

Today, it is common wisdom that boards and CEOs are to run companies for the benefit of their shareholders. Failure to do so gets you sued in shareholder derivative actions. To the extent that corporations now undertake programs of “social responsibility” these programs, as admirable as the may be, are often seen primarily as public relations efforts. One commentator describes this development (not wholly properly) as merely a “moral defense” of capitalism.

My next blog post will discuss certain structural elements of our legal and regulatory system which support the concept that corporations cannot be understood separate and apart from their mission to maximize shareholder return.

Where to live? Parlez-vous Anglais?

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The Economist, that esteemed publication which is attached to a research and consulting business called the “Economist Intelligence Unit,” annually lists in order the best and worst cities of size in which to live.  The results are somewhat predictable — nice places do well, Africa and the mid-East not so much.

What is particularly interesting in this year’s list of the top ten most livable cities:  eight are English-speaking, and four are in Australia and three in Canada (the last in New Zealand).  Why is that?  Is it bias in selection, or bias in setting criteria?  Or, are English-speaking cities simply better (so long as they are not in the United States)?

Here are the ranking categories: stability (crime, terror, military conflict, civil unrest), health-care, culture and environment (from humidity to censorship to museums), education (some emphasis on private education availability), and infrastructure (housing, energy,water, roads, phone et al).

These seem to be criteria slightly weighted in favor of a certain life-style that is, shall we say, upscale.  Not all the factors, but those folks without enough to eat, or even in the lower reaches of the middle class, likely aren’t too concerned about private schools and museums, and would gladly incur humidity in exchange for a better diet.  The skewing of the ratings may reflect the business bias of the Economist’s consulting practice:  they want to sell their information to executives of companies that might want to locate a business, or sell goods or service, in a particular place.

Of more general interest (all these top-ten lists are gimmicky to some degree, whether they are of best cities or best movies or best sushi bars):

Falling index: over the past six months and the past five years, over-all liveability (as they measure it at least) has declined.  We have more overt wars and international tension and continued impact of the recession; not surprising.

Population density: if you are a mid-sized city in a wealthier economy, the lower your population density within the city the more liveable that city is rated.  Low density means more recreation without more crime or over-taxing of infrastructure.  Sounds like a bias to me: start with a rich country, spread out the city through perhaps big housing lots or urban planning, and voila: a nice place to live.  And, the better cities won’t get your head blown off; murder rates are really low. 

Notable exclusions: In any event, the following cities did not make the top ten: New York, London, Paris and Tokyo.  Or Boston.  All the places I would like to live….

Final tip: stay out of Damascus, Syria.  But then again, we did not need the Economist to slip us THAT inside piece of information.

 

Red Sox Redux: Decline and Fall

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Although the artwork surrounding this blog site segues from the image of a court-house to a baseball motif, reflecting my intent to moderate the law-related content of the site with occasional forays into baseball commentary (an admittedly mindless but none-the-less often pleasant recreational interest), you may have noticed an absence of baseball in posts for some long period of time.  There are two reasons: first, my ability to predict accurately has proven to be nil; second, it is just really painful to consider the Red Sox of today.

Last night was my second visit to Fenway in four days, watching the team play two different teams (one inept, the other quite powerful).  The Sox managed to lose both.  For each game you might say fairly: “the Sox lost 8-1(Sunday) (or 8-3 last night) —  but it wasn’t that close.”

Bradley was sent down to Pawtucket which is good.  Should they demote Bogaerts?  Can his young psyche stand the impact?  Surely someone needs to work on his inability to lay off the outside slider that passes a good foot beyond his swing.  Maybe they can work on his fielding also — iffy at best, blew the simple task Sunday of stepping on second base in a blown double play that led to a Houston grand slam.

The outfield cannot field.  Cespedes blew a fly Sunday, hit the wall at knee height while he was looking the other way.  Nava blew a pop fly in right last night.  I suggest that the answer to center field is not named Mookie Betts.  At least Bradley could field; but you cannot sustain a center fielder ranking fourth from the bottom of all qualified full time big league batters, with one home run in 120 games.

No one is hitting at critical junctures.  Only Holt shows fire and constant bat contact with power (and the kid can bunt, and lift a sacrifice fly on command); that includes Papi who had four hits yesterday so who can complain, except the singles were chip shots and the homer was solo and the people behind him really did not pick him up.   Much-heralded Cespedes is hitting .250; he is clutch it is true but how about a clutch hitter who hits .300?  I hear that there are some of same in the world….  And who is this Craig I hear about?  Son of Victorino?

Clearly the team is testing out its pitching and hitting to pave the way for decisions for next year.  We do not have one reliable pitcher.  Last night Buchholz (feet of Clay, anyone?)  gave a typical peformance: great command for three innings, total collapse thereafter.  Who has an ace with an ERA over five?  We do, we do…. Tazawa is falling apart.  Uehara lost a game in the 9th, gave up runs in his last two outings.  I thought Webster was a dictionary and Wilson was Tom Hanks’ basketball….

The bottom line is that it is truly painful to go to the ball-park this year.  The crowds come, but singing “Sweet Caroline” is supposed to be a condiment, not the meal of the evening.  I left last night at the end of seven innings because I knew the team just could not come back, would not come back.  The last time I left a game early was in an April snow storm a decade ago, I revile the fans that exit before the game is over.  But I left last night — I ate my Fenway Frank, drank my $9.50 beer, gulped down a “sports bah” (they only send around the ice cream late in the game when it is cold outside; on a hot day when you really need an ice cream in the stands you cannot find an ice cream vendor to save your life) and then left.

 Not only inept and unlucky are we, but abandoned this year by management (17 1/2 games back?)  notwithstanding we paid for our tickets (more than anyone in baseball except the Yankees, and THEY deserve it).  Anyone want to bid for our four seats for this Saturday?  It’s like olden Roman times: the good guys are being thrown to the wild animals again, and you can drink a Honkers Ale while you watch….