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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

Veil-Piercing and Corporate Formalities

Posted on February 22, 2011
My Business Associations class has been discussing piercing the corporate veil. Every time I return to this material, I?m struck by how intellectually vacuous the doctrine in this area is. Some of the factors courts consider in piercing have an...

CFTC Lacks Funding for Dodd-Frank Enforcement

Posted on February 21, 2011
The Hill reports that at a leading regulator likes Dodd-Frank, but lacks the funds to do much with it: "I think Congress did very well," said Gary Gensler, chairman of the Commodity Futures Trading Commission (CFTC). He was speaking at...

Thinking Like a Lawyer

Posted on February 21, 2011
My former colleague Michelle Harner has written an interesting paper entitled The Value of ?Thinking Like a Lawyer.? Michelle recognizes that the market for legal services is changing, but argues for the preservation of that unique set of analytical skills...

I'm Shocked -- Shocked I tell you ....

Posted on February 20, 2011
Apparently, an investment bank has "secretly and selfishly manipulated" a sales process in order to obtain "lucrative" additional fees. A Delaware judge has delayed a shareholder vote on Del Monte Foods Co.'s planned $4 billion acquisition by a group of...

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In re Oracle Corp--Maybe Chancellor Strine Was on to Something

Posted on February 19, 2011
We recently covered In re Oracle Corp., 824 A.2d 917 (Del. Ch. 2003), in my Corporations class. That's the case wherein Chancellor Strine concluded that the connections between Oracle and Stanford University were sufficiently strong enough to raise questions of...

The SEC's Campaign Against Small Business

Posted on February 18, 2011
I just came across an article that anyone interested in small business financing should read: Stuart R. Cohn & Gregory C. Yadley, Capital Offense: The SEC?s Continuing Failure to Address Small Business Financing Concerns. As the title suggests, Cohn and...

SEC Finds Real Climate Change Hoax

Posted on February 18, 2011
In January 2005, Senator James M. Inhofe famously called "the threat of catastrophic global warming the 'greatest hoax ever perpetrated on the American people,'" in a speech on the floor of the U.S. Senate. A lot of people take issue...

(More) Airgas Commentary

Posted on February 17, 2011
(NOTE: I'm jumping right into the Airgas fray here. If you want an introduction to the case, go here.) So, a Delaware corporation's board of directors can effectively "just say no" to a takeover attempt--despite protestations to the contrary. (Compare...

Hate Insider Trading Restrictions? Take a Close Look at Poison Pills, Too

Posted on February 16, 2011
Chancellor Chandler issued his ruling yesterday upholding the poison pill Airgas, Inc.'s board of directors adopted in response to Air Products and Chemicals, Inc.'s $5.8 billion hostile takeover ($70/share, all cash). Chancellor Chandler determined that the Airgas board of directors...

Book on the Futures Markets

Posted on February 15, 2011
I recently read The Futures: The Rise of the Speculator and the Origins of the World?s Biggest Markets, by Emily Lambert (Basic Books 2011). It is a history of the commodity futures exchanges in the United States, with a focus...

What is this Groupon thing?: Social Media as an Investment Strategy

Posted on February 14, 2011
At least, that seems to be the message from investment banks. Following Goldman's Sachs' dance with Facebook last month, JP Morgan recently announced plans to start a social media fund, says the NYT Dealbook. The article notes that Several popular...

Is the CCH Federal Securities Law Reporter Obsolete?

Posted on February 14, 2011
Does anyone still use the CCH Federal Securities Law Reporter? At one time, learning to use the CCH Federal Securities Law Reporter was a rite of passage for securities lawyers. I remember my own efforts to struggle through it when...

Hardball?

Posted on February 13, 2011
The New York Times has a story on a series of leaked documents that at least some view as implicating the Chamber of Commerce and other large corporations in various smear campaigns designed to undermine opponents. [A] PowerPoint presentation prepared...

What If Winning Is More About Luck Than Merit?

Posted on February 12, 2011
Someone had to win the Super Bowl. It might have taken 12 overtimes, but one way or another that game was not going to end in a tie. And despite the fact that the teams might well have been perfectly...

First Rwandan IPO: Beer

Posted on February 11, 2011
Not a bad place to start. The sale of 25% of the brewery Bralirwa marks the first IPO in Rwanda. Bralirwa is 75% owned by Heineken and holds "94% of the Rwanda beer market. It is also a licensed Coca-Cola...

Non-Law Training for Lawyers

Posted on February 11, 2011
The Wall Street Journal?s Law Blog reports that Milbank, Tweed is setting up a training program at Harvard to teach its associates about business issues?not just legal issues, but ?accounting, economics, finance, and negotiation.? Scott Edelman, Millbank, Tweed?s vice chairman,...

Ohio State Entrepreneurial Business Law Journal Symposium: Small Business Financing During the Great Recession

Posted on February 10, 2011
On March 10, 2011: The Ohio State Entrepreneurial Business Law Journal in conjunction with the Columbus Bar Association is proud to present its 6th Annual Symposium to provide a platform for gathering information and perspectives to address the immediate and...

Bad Ideas Are Renewable, Too

Posted on February 09, 2011
GOP legislators around the country are seeking to dismantle renewable portfolio standards (RPSs) in several states. RPSs require that covered electricity providers procure a specified percentage of their electricity from renewable sources. What consitutes "renewable" is defined by statute, but...

Typography for Lawyers

Posted on February 08, 2011
Boing Boing recently noted a new book, Typography for Lawyers. It?s written by a lawyer who is also a professional typographer. The book?s web site is here; it's on Amazon here. We all know that appearance matters but most of...

Bank Compensation and Derivatives

Posted on February 07, 2011
The modern world of derivatives is making it very difficult to regulate business behavior. Here?s the latest example, reported by the New York Times. In response to regulatory pressure, many banks have shifted employee compensation more towards stock...

Charleston School of Law Seeks Visiting Professors

Posted on February 07, 2011
The Charleston School of Law invites applications from potential visiting faculty members for one or both semesters of the 2011-12 academic year. Subject matter needs are varied but may include Criminal Law and Procedure, Constitutional Law, and commercial/business law subjects...

SEC Reminds Investment Managers: Own Up to Mistakes or Owe Us, Too

Posted on February 07, 2011
Last week, the SEC charged AXA Rosenberg Group LLC (ARG), AXA Rosenberg Investment Management LLC (ARIM), and Barr Rosenberg Research Center LLC (BRRC) with securities fraud. The entities apparently concealed "a significant error in the computer code of the quantitative...

Income Gap Data

Posted on February 06, 2011
Akron law librarian Lynn Lenart has posted a nice collection of data on the widening income gap issue over at the Akron Law Cafe. Some lively discussion can be found in the comment section. SJP

FantasySCOTUS and Other Stuff

Posted on February 05, 2011
I'm sure many of you are already familiar with this site, but I was recently reminded about "the Internet?s Premier Supreme Court Fantasy League": FantasySCOTUS. What I found most interesting is that the site's "Prediction Tracker" identifies the Third Circuit's...

How to Improve Your Business Law Blog's Readership

Posted on February 04, 2011
The M&A Law Prof Blog is another member of the Law Professor's Network. Yesterday, they blogged about a Delaware company, BJ's, that is considering a merger or another strategic combination. Nothing unusual about that, but note the title of the...

Failure of Public Companies to File Exchange Act Reports

Posted on February 04, 2011
A few months ago, I subscribed to the SEC News Digest, a daily report on the SEC?s actions. One recurring item in those reports has amazed me: the number of delistings and trading suspensions resulting from the failure of reporting...

Coal Powered: Massey and Alpha Natural Resources Inc. to Merge

Posted on February 04, 2011
Alpha Natural Resources Inc. is taking over Massey Energy Corp., the latter of which is valued at $8.5 billion for takeover purposes. The deal will be the biggest coal-related purchase in history. Alpha Natural Resources agreed to pay a 55%...

Three Related Links?

Posted on February 03, 2011
1. "In 2010, total compensation and benefits at publicly traded Wall Street banks and securities firms hit a record of $135 billion . . . ." (More here.) 2. "More than 14% of the population drew food stamps in November...

The Role of Taxes on Entrepreneurship

Posted on February 02, 2011
Inc. Magazine has an interesting article this month, In Norway, Start-ups Say Ja to Socialism. It's good food for thought, regardless your angle on the article or the issue generally. Here's my take away: This isn't to say that entrepreneurs...

Webcast: The Changing World of Securities Regulation

Posted on February 01, 2011
In my last post, I referred to a speech by John Coffee in a symposium at Case Western Reserve College of Law, The Changing World of Securities Regulation. The symposium was in October, but I only recently got a chance...

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