Cannae

 Winning the Battle but Losing the War, the Battle of Cannae

Today is the anniversary of the Battle of Cannae, fought in 216 b.c. between the Roman Republic and the Carthaginian army under the command of Hannibal Barca. Having led his forces from Spain over the Alps into Italy (including with his famous elephants), Hannibal had continued to prevail. Cannae was the third in a series of battles including Trebia (218 b.c.) and Lake Trasimene (217 b.c.). After the disaster of the Battle of Lake Trasimene, the Romans had appointed a dictator, Fabius. Well aware of how the Roman armies had done in direct opposition against the forces of Carthage, he developed a plan of attrition, minor strikes against the Carthaginian forces while avoiding set piece battles, all in an effort to wear out the foreign forces. While the program was of itself successful, the Romans grew tired of a purely defensive position and sought once again a direct conflict. That would take place at Cannae, on the Eastern (Adriatic) coast of Italy, in the region of the “ankle” of the “boot.”

The Romans, who enjoyed numerically superior forces, expected a resounding victory, finally bringing Hannibal and his army to heal. The opposite would take place. Through carefully arranged his forces in opposition to the Romans and what appears to have been a well managed strategic retreat in the front line troops, the Romans were drawn into a pocket and ultimately encircled by the Carthaginian forces. Hemmed in from all sides, it is reported that the Romans did not have the space within which to swing their weapons, and the still commonly used long spears of the Roman phalanx (technically a maniples) were rendered ineffective.

Casualty figures from ancient battles are notoriously unreliable. The Roman historian Polybius reported a casualty rate at the battle in excess of what he reported as the initial count of the Roman forces. Regardless, all eight legions were rendered militarily ineffective. Adrian Goldsworthy, in his book Cannae, suggests that probably 50,000 corpses littered the battlefield.

In response, numerous communities, particularly in Southern Italy, threw off their allegiance to Rome and shifting it to Hannibal. For all intents and purposes, the Second Punic war should have been over with Carthage victorious. Rome, however, refused to negotiate with Hannibal, and set about raising new armies. Those armies, ultimately under the command of Scipio Africanus, would attack Carthage itself. The war ended with a negotiated peace after the Battle of Zama in 202 b.c. 

The Third Punic War would break out about fifty years later, and in it Carthage was finally destroyed. Almost certainly its fields were not salted.  An excellent review of the Punic Wars is Richard Miles, Carthage Must Be Destroyed: The Rise and Fall of an Ancient Civilization.

Bookending the Viking Invasions of England

 The Raid on Lindisfarne and Bookending the “Viking Invasions” of England

From the mid-fifth century and for the two centuries that followed, the Anglo-Saxon “invasion” of England took place. The characterization as an “invasion” is rather questionable; typically “invaders” do not bring their families and children on the “invasion” with the intention of becoming permanent residents. Regardless, the “invasion” or the “migration” certainly took place, and the evidence thereof is retained in various place names throughout England. For example, Sussex was the land of the South Saxons just as Wessex was the land of the West Saxons. Over time, the culture of much of England became a melding of that of the original inhabitants, the Romans who occupied Britain for centuries and the Germanic roots of the Anglo-Saxons (and let’s not forget that as well the Jutes).

Today marks the anniversary of the Viking raid on the Abbey of Lindisfarne in 793 in Northumbria, signaling the beginning of the Scandinavian/Viking invasions (and ultimate domination) of England.  Lindisfarne was an important ecclesiastical site founded in the 630s.  While this was not the first time the “Vikings” had raided England, the destruction suffered by the Abbey is used as the beginning date of the Viking Age.  The Abbey would survive the raid, but by the time of the Dane Law was abandoned, the monks had moved to Durham.  The monastery was reestablished in 1093 and flourished until the Dissolution of the Monasteries under Henry VIII. Over the next hundred years after the Lindisfarne Raid England would be invaded, from various directions and at various points, from the territories we today refer to as Norway, Sweden and Denmark.

A word on “Vikings” is in order.  It is not a reference to a people.  The Vikings would originate from what are today Denmark, Norway and Sweden.  Like almost all people of the era, they were farmers, hunters and fishermen.  They lived under a variety of petty kings and lords tied together by any number of different allegiances even as they engaged in raiding and warring against one another.  From the late 8th Century, utilizing newly developed ship technology, these peoples began to raid outward.  Hence the raids upon England and later into Northern Europe.  The “Vikings” were the men (whether women participated as “shield maidens” remains in dispute) who went on the raids.  Hence, Viking is a job description.

Ultimately, most of England would come to be in various ways ruled by various Scandinavian kingdoms, culminating with Canute the Great (a/k/a Cnut, Knut) who would rule at an empire around the North Sea comprised of England, Denmark, Norway and portions of what is today Sweden. Again, the process that led to Canute’s kingship of England can be traced to that first Viking raid on Lindisfarne.

The second bookend happened this day in 1042 when Harthacnut, grandson of Canute the Great (a/k/a Cnut) and the King of England, died after a bout of drinking (there is an alternative theory that he was poisoned). With him ended the reign of the kings who are more closely associated with the Scandinavian kingdoms than the traditional Anglo-Saxon population. Harthacnut would be succeeded by Edward the Confessor, who while distantly related to Canute was clearly Anglo-Saxon.  Edward’s death in 1066 would lead to turmoil over the succession, leading ultimately to the victory of William the Bastard at the Battle of Hastings (whereupon he became William the Conqueror).

Hence, so it began, and so it ended, on June 8.

The Passing of Sophia of Hanover and the British Throne

 The Passing of Sophia of Hanover and the British Throne

      Today is the anniversary of the death, in 1714, of Sophia of Hanover, sometimes referred to as Sophia of the Palatinate. Probably you have never heard of her. She is, however, the reason the current British royal family is what it is. 

      In the late 18th century, the succession to the British throne was in controversy. The direct lines were childless. The most adjacent lines were Catholic, and the political decision had been made that only a Protestant could sit on the throne. Under “An Act for the Further Limitation of the Crown and Better Securing the Rights and Liberties of the Subject ,” better known as the “Act of Settlement of 1701,”  the line of succession was placed upon a cadet line of descendents of James I, they being a Protestant. James I, the first Stuart on the British throne, was the son of Mary Queen of Scots, she being the daughter of Mary of Guise and James V of Scotland.  In turn, James V was the son of Scotland’s James IV and Margaret Tudor, she being the daughter of Henry VII (and the sister of Henry VIII).

         The Act of Settlement declared in part that: 

Therefore for a further Provision of the Succession of the Crown in the Protestant Line We Your Majesties most dutifull and Loyall Subjects the Lords Spirituall and Temporall and Commons in this present Parliament assembled do beseech Your Majesty that it may be enacted and declared and be it enacted and declared by the Kings most Excellent Majesty by and with the Advice and Consent of the Lords Spirituall and Temporall and Commons in this present Parliament assembled and by the Authority of the same That the most Excellent Princess Sophia Electress and Dutchess Dowager of Hannover Daughter of the most Excellent Princess Elizabeth late Queen of Bohemia Daughter of our late Sovereign Lord King James the First of happy Memory be and is hereby declared to be the next in Succession in the Protestant Line to the Imperiall Crown and Dignity of the forsaid Realms of England France and Ireland with the Dominions and Territories thereunto belonging after His Majesty and the Princess Anne of Denmark and in Default of Issue of the said Princess Anne and of His Majesty respectively.(12  and 13 Will 3 C. 2). 

      Sophia would die two months too soon to ever become the queen of England. Rather, the crown would be placed on the head of her son, George I, the first of the house of Hanover to sit on the English throne. It is from Sophia of Hanover that the current British royal claim succession to that throne.

The Fall of Constantinople and the End of the “Middle Ages”

The Fall of Constantinople and the End of the “Middle Ages”

      On this day in 1453 the city of Constantinople, and with it the Byzantine Roman Empire, fell to the forces of the Ottoman Empire under Mehmed II.  Refounded as the Eastern capital of the Roman empire in the early years of the 4th Century, it had previously fallen only once, then in 1204 to an army of Western Crusaders. The strength of its walls, especially those on the land side, were legendary. The Hun army under Attila is reputed to have ridden up to the walls, taken a good look and ridden away, knowing they could not take the city.  Since the fall of the Western Roman Empire in the 5th Century, it was the Eastern “Byzantine” Empire that continued the traditions and namesake of the “Roman Empire.”

      Mehmed was able, however, to utilize the still relatively new cannon, but cast at sizes never before seen. A combination of the battering of the city’s walls, siege and the deprivation of supplies, and a city without the necessary military forces to patrol and protect the walls, set the stage for its downfall. Ultimately the Ottoman forces were able to force entry through a gate left open in the walls through which a wounded Byzantine commander (he himself was from Genoa) had been evacuated. The last of the Byzantine emperors, Constantine XI, died leading his troops in a final push against the enemy (or at least it is so assumed; the accounts record him leading the troops and his whereabouts are never again reported; his body was never recovered).

      Some scholars treat the Fall of Constantinople as the end of the Middle Ages. An interesting notion, but since scholars can’t agree as to what are the characteristics of the Middle Ages, it is hard to say the age ended as of one point in time or another. Maybe for that reason May 29, 1453 is as good a day as any.

                The most prominent history of the Byzantine Empire is the three-volume set by John Norwich, Byzantium, while his A Short History of Byzantium may be more manageable to most.  As for the final siege and the fall of the city. Roger Crowley’s 1453: The Holy War for Constantinople and the Clash of Islam and the West is a good introduction. 

The Trial of Anne Boleyn

                                                               The Trial of Anne Boleyn

      On this day in 1536, Anne Boleyn, second wife of Henry VIII, as well as her brother George, was tried on allegations of adultery and incest.  The conclusion of the “trial” was a foregone conclusion.  On May 12, four of the men with whom Anne was accused of having engaged in adultery, they being Mark Smeaton, Henry Norris, William Brereton, and Francis Weston, had already been convicted, and, so goes the adage, it does take two to tango. The Calais Swordsman may and likely was already on his way to London.

      Although some incomplete notes of the trial do survive, sadly no transcript is available; it would no doubt make interesting reading.  It is clear that both Anne and then George (George’s trial was separate and held after that of Anne) denied all charges.  Those denials (as well as the denials of the other men charged with having committed adultery with Anne) must be accepted at face value.  As has been demonstrated by several scholars, most conclusively Eric Ives, Anne and her various co-conspirators could not have been guilty of the charges made – even with the incomplete records available to us today, it can be demonstrated that in numerous instances Anne and a particular gentleman were charged with having committed adultery at a particular time and place when, in fact, either or both of them were at a different place or even two difference places.  The truth, however, was not the issue; the outcome of the trial was a foregone conclusion before it ever started. Henry was both tired of Anne and desperate for a male heir whose legitimacy could not be scrutinized (his illegitimate son Henry FitzRoy was not a viable candidate for the throne, the Tudor claim to legitimacy already being weakened by succession through the female line), and Cromwell had been charged to bring about her fall. End of story.

      On May 14, Cramner, Archbishop of Canterbury, had declared the marriage of Henry and Anne to have been invalid ab initio, possibly (the papers as to his determination have been lost) on the basis of her alleged prior contract of marriage to Henry Percy, the son of the then Fifth Earl of Northumberland (this Henry would be the Sixth Earl). An alternative basis was that Mary Boleyn, Anne's sister, had been Henry's mistress, and on that basis the marriage could have been invalid based upon consanguinity. Regardless as to why, Anne would not die as the Queen of England, having never been validly married to Henry, and their daughter Elizabeth (the future Queen Elizabeth I) was rendered illegitimate.

      All of Mark Smeaton, Henry Norris, William Brereton, and Francis Weston, along with George Boleyn, were executed on May 17.  Anne’s death would not take place until May 19. Henry became engaged to Jane Seymour (wife number 3 if you are keeping track) on May 20.

          The definitive biography of Anne Boleyn has been and remains that by Eric Ives, The Life and Death of Anne Boleyn. Recently there have been published 'If Any Person Will Meddle of My Cause': The Judicial Murder of Anne Boleyn by Heather Darsie, Hunting the Falcon: Henry VIII, Anne Boleyn, and the Marriage That Shook Europe by John Guy and Julia Fox, and most recently (published in the U.S. on May 12, 2026)  Anne Boleyn: Reputation, Revolution, Religion, and the Queen Who Changed History by Martha Tatarnic.

The Sack of Rome and the Papal Swiss Guard

 The Sack of Rome and the Papal Swiss Guard

        Today marks the anniversary of the Sack of Rome in 1527 by troops of Charles V,  Holy Roman Emperor.

        Since the late 15th Century Italy (or at least the region we today identify as Italy – the notion of the region as a nation was long in the future) had been repeatedly invaded by forces from Northern Europe, each seeking to claim dominion over one area or another. Rival claimants to the crown of Naples caused as much trouble as did anything, but economic rivalry between for example Genoa and Venice did nothing to calm the waters.  Pope Alexander VI gave command of the papal army to his son/nephew (which is a matter of dispute) Cesare in order to bring some order, and Pope Julius II would actually don armor and lead his army into battle, again in an effort to bring some stability to the situation.  While Erasmus would condemn Julius for doing so, he did ignore the fact that the targeted cities surrendered to the Pontiff.

        But back to the Sack of Rome.  Charles’ forces were at this point battling the League of Cognac, it being comprised of France, Milan, Venice, Florence, and the Papal States .  Keeping track of the various Leagues through the Italian Wars is a troubling task; the League of Cambrai was initially formed against Venice by the Papacy, France, Spain and the Holy Roman Empire. Later the initial members would be allied against France with Venice as an ally, while a bit later Venice and France would be against the Papacy, Spain, and the Holy Roman Empire. After a significant victory over the French army Charles’ troops were restive in that they had not been paid – most were mercenary. Pillaging Rome would be a way of paying the troops. The city was not well defended, although its formidable walls did need to be and were breached.  Their commander having fallen in the course of the attack, discipline immediately broke down among the troops, and a sack of over three days began.

        The Pontifical Swiss Guard, created only in 1506 under Pope Julius II, rose to the occasion. Of its then number of 189, 147 would fall defending Pope Clement VII, affording him time to take refuge in the Castel Sant’Angelo (Hadrian’s Mausoleum). In recognition of this event, new members of the Pontifical Swiss Guard are sworn in on May 6.  In 2025 the swearing in was delayed to November to account for the recent passing of Pope Francis I and the election of Pope Leo; Leo presided at that ceremony and did so again at this year’s swearing in ceremony.

           There was in 2013 an event unique to the Guard, namely the recognition of a Pope’s retirement. Benedict XVI left the Vatican as Pope, flying to the Castle Gandolfo. The Swiss Guard accompanied him to the castle and there stood guard. When the moment his resignation became effective, and Benedict became not Pope but Pope Emeritus, the Guards left their station at the castle and returned to Rome. While the Vatican has its security forces, and they no doubt continued to provide protection for Benedict, the Swiss Guard serve the Pope or, during a Sede Vacante, the College of Cardinals

        Of course this was not the only sack of Rome – it had fallen many times in its long history. It fell to the Normans in 1084, in 546 by the Ostrogoths, in 455 by the Vandals, in 410 by the Visigoths and in 387 BC by the Gauls.

New York Applies Business Judgment Rule in LLCs

 New York Applies Business Judgment Rule in LLCs

The New York Appellate Division, in Levine v. Levine, 590 N.Y.S.2d 439 (1^st Dept. 1992), held that the deferential standard of the business judgment rule as applied to corporate directors and officers (Matter of Kenneth Cole Prods., Inc. Shareholder Litigation, 32 N.Y.S.3d 551 (2016)) would apply equally to “partners acting as fiduciaries.”

Recently, in Pokoik v. Steinberg, 2026 N.Y. Slip. Op, 246 A.D.3d 597 (1^st Dept. Feb. 19, 2026), affirmed the application of the business judgment rule in the context of the managers of an LLC. The blessedly short opinion provides:

The business judgment rule “provides that[ ] where corporate officers or directors exercise unbiased judgment in determining that certain actions will promote the corporation’s interests, courts will defer to those determinations if they were made in good faith”). As relevant here, partners acting as fiduciaries are entitled to the same protections as corporate directors. The deference afforded by the business judgment rule is not applicable where the challenged transaction is affected by an inherent conflict of interest, in which case the burden shifts to the defendant to prove the fairness of the challenged transaction.

Here, Supreme Court properly applied the business judgment rule where the shareholders, including plaintiffs, held roughly equal interests in the tripartite ownership structure made up of three entities holding their interests in the property, and no individual held a controlling position in nominal defendant Norsel Realties. Plaintiffs fail to submit credible evidence that defendants received any profit or other financial benefit that was not received by other shareholders in connection with their proportional ownership interest, nor that defendants were controlled or dominated by an interested party.

The setting of the ground rent at issue here was properly ratified under Norsel’s articles of partnership, which provide that partnership decisions only require a simple majority. The eighth amendment to the ground lease specifically contained the option for three lease extensions, including the first renewal embodied in the ninth amendment. It is undisputed that plaintiff Leon Pokoik was involved in the management of the three entities when the eighth amendment was executed in 1995, without any objection from him. Further, he financially benefitted from his interest in the three entities before and after the contemplated April 30, 2016 expiration date of the partnership. Thus, Norsel is not precluded from abiding by the terms of the ninth amendment and continuing the business of the partnership, at least through the expiration of the ninth amendment. Based on the foregoing, plaintiffs’ reliance on for the proposition that unanimous consent was required to extend the Norsel partnership past April 30, 2016, before executing the ninth amendment, is misplaced.

Because the business judgment rule applies here, it is unnecessary to reach the parties’ arguments as to entire fairness review.

(citations omitted).

The Silva decision from Nevada (Silva v. Clay, 2025 WL 2085356 (Nev. Dist. Ct. 2025).in which the BJR was applied is on appeal.  The decision of Judge Gall is reviewed in  "Miller and Rutledge Are Right," a posting here from last June.  No doubt more to follow.