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Corporate & Securities Law

Business Law Prof Blog

Business law resources, information, and news for the academic community

Post Frequency: 11.8/day

Last Entry: April 01, 2011 at 11:04:42

The Clear Channel Deal and the Court

Posted on April 03, 2008
This is choice. The banks financing the $19 billion privatization of Clear Channel Communications by Bain and Lee Partners want to back out. The buyout firms, sitting on a $600 million termination fee obligation, want to close. Clear Channels controlling...

James E. Cayne and the Bear Stearns Collapse

Posted on April 03, 2008
The chair of Bear Stearns, James E. Cayne, was a high flier -- brash and self-important. He held 1$ billion in Bear Stearns stock. After the collapse of Bear Stearns, his stock, which he sold, was worth $61 million. Ordinary...

Treasury's New Plan

Posted on April 03, 2008
By now most have in the financial community have digested the details of Sec. Paulson's grand plan to reorganize federal financial regulations in the country. The plan augments the power of the Federal Reserve Board to step in when there...

Pension Benefit Guaranty Corporation's New Policy

Posted on March 26, 2008
Along with discussion of Bear Stearns, the WSJ's opinion page has a helpful discussion of another moral hazard problem: the Pension Benefit Guaranty Corporation. The PBGC is a government safeguard against shortfalls by company pensions. The PBGC is funded by...

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The Fed, the Treasury and the Bear Stearns Deal

Posted on March 25, 2008
Two government units, the Treasury and the Fed, are negotiating the JP Morgan buyout of Bear Stearns. This should give us great pause. First Paulson has agreed to write a $29 billion credit derivative swap on Bears risky mortgage backed...

Treasury, Abu Dhabi and Singapore Agree to Basic Principles for SWFs

Posted on March 24, 2008
The Treasury Dept. and two of the largest and mosty active SWFs have agreed on some basic principles for sovereign wealth investment. The press release from Singapore is here. The principles are essentially the those of the framework set out...

Two Items on Financial Restatements

Posted on March 17, 2008
The SEC's Advisory Committee on Improvements to Financial Reporting met last week in San Francisco, and discussed a February report from the Committee finding that companies are restating financials "for trivial reasons that have no bearing on their true financial...

A Plug (Sort of) for XBRL

Posted on March 10, 2008
The SEC has expended a lot of effort in promoting XBRL (extensible business reporting language), which essentially codes data within electronic SEC filings so that the data can be searched and analyzed more easily. The SEC even invites software engineers...

Sovereign Wealth Funds as Shareholders

Posted on March 07, 2008
I have posted to SSRN a preliminary draft of a paper entitled "Sovereigns as Shareholders". Here is the abstract: Abstract: This paper considers the increasing impact of sovereign wealth funds as equity investors. Sovereign investment has been viewed with suspicion...

New Form D Requirements

Posted on March 04, 2008
The SEC continues to tinker with private equity offerings by proposing changes to Form D, the disclosure document for Reg D offerings. All companies must file Form D electronically by March 16, 2009 (or voluntarily after September of this year)....

Rule 144 and 145 Changes

Posted on March 04, 2008
Effective February 15th, new versions of SEC Rules 144 and 145 went into effect. There are some major changes hidden here. First, Rule 144 reduces the required holding period to only six months for "restricted stock" of a reporting issuer....

Globalization and Prosperity

Posted on March 04, 2008
Amid the discussions about the detrimental effects of NAFTA on Ohio (see Dale's post on "Ohio's Economy" below), a soon-to-be published study of globalization's effects on the European Union states that "the European Commission estimates that at least a fifth...

London Again the Most Competitive Financial Center . . .

Posted on March 03, 2008
according to the third in a series of reports commissioned by--you guessed it--the City of London. The rankings, which have New York second and Hong Kong a distant third, are based on surveys of professionals. The surveys focus on 14...

Student Loans

Posted on February 28, 2008
Educators have long been concerned over the heavy loan debt carried by students once they leave school. Their primary concern is that the loans constrain the work choices the students have once they graduate. In other words, students cannot take...

Wachovia's Lawsuit Against Providence Equity

Posted on February 27, 2008
Providence Equity Partners, a private equity firm, signed a deal to purchase television stations from Clear Channel. Wachovia agreed to finance the $500m deal. Providence and Clear Channel agreed to a reduced purchase price because the stations revenues were down...

The Take-Two Offer

Posted on February 27, 2008
Electronic Arts has made a hostile bid for Take-Two Interactive. The Take-Two board has decided to take the low road. It immediately awarded the company's managers, who have not done well, generous severance packages contingent on any control change and...

Ohio's Economy

Posted on February 27, 2008
The debate last night in Cleveland Ohio between Barack Obama and Hillary Clinton featured a discussion about the Ohio economy. Apparently both candidates blame NAFTA and other free trade agreements for the decline in manufacturing jobs in Ohio. Both candidates...

Loser Pays Rule?

Posted on February 27, 2008
On Valentine's Day Rep. Jeb Hensarling re-introduced a bill that Rep. Richard Baker has been pushing for at least two years--the Securities Litigation Attorney Accountability and Transparency Act. Inter alia, the bill states that "(A) DETERMINATION REQUIRED- If the court...

Deal Are Down But Litigation Over Deals is Up

Posted on February 26, 2008
The number of deals has fallen dramatically this year but litigation over pending deals is way up. As note by Karnitichning, Rappaport & Ng in today's Wall Street Journal in a timely piece, collegiality it out and "law of the...

Visa's Public Offering

Posted on February 26, 2008
Visa has announced plans for the single largest intial public offering in American history. It plans to sell $17.1 billion in stock in March. The announcement is both good and bad news, in a way. It is good news in...

Sweet Irony

Posted on February 26, 2008
A piece in the New York Times by Andrew Ross Sorkin today castigates CEOs for not doing more M&A deals in the current, volatile stock market. Sorkin notes that many deals fail and that those that are successful are often...

Profitable Government Buyout/Bailouts

Posted on February 25, 2008
Whenever a market is in severe distress, we can be sure that several commentators, many of whom are economists, will argue for a structured government buyout, bailout. "The government should buy.... and then resell the assets slowly over time. The...

The Fed

Posted on February 25, 2008
New evidence suggests that the substantial drops in interest rates by the Federal Reserve have 1) not aided substantially the stock or debt markets and 2) have enhanced fears of inflation. The Fed can have four interrelated goals: help the...

Club Deals in Private Equity Buyouts

Posted on February 25, 2008
There has long been a question about whether potentially competing private equity firms all after the same company could agree amongst themselves to make a joint offer, a club deal, rather than compete with each other on price. Is the...

Competitiveness & Debt Markets

Posted on February 25, 2008
At last week's ALI-ABA conference on corporate governance, Hal Scott (who leads the Committee on Capital Markets Regulation) announced that his Committee likely would expand its review of U.S. competitiveness to include private debt markets. Meanwhile, Scott produced data indicating...

"Shotgun" Entrepreneurship

Posted on February 20, 2008
The Financial Times reports on a trend in entrepreneurship towards a "shotgun" approach to developing new business ideas: The quest to develop the internet's next big thing can be full of unexpected twists and turns. PayPal, the online payments service,...

Theft and Insider Trading

Posted on February 18, 2008
Posted by: Paul Rose In Friday's New York Times, Floyd Norris discusses a case in which a hacker obtained material, non-public information and made $296,456 in trading profits. Do insider trading laws require him to forfeit the gains? This situation....

Theft and Insider Trading

SEC Commissioner Atkins Speaks Out on SAB 99

Posted on February 15, 2008
Posted by: Paul Rose At last week's "SEC Speaks" conference, Commissioner Paul Atkins addressed, among other things, the "age-old" question: What does it mean to be material? Of particular interest were his comments on Staff Accounting Bulletin No. 99, which...

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