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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 Recent Entries: 1183
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Thain Craps Out
Posted on January 23, 2009The news that Thain "resigned" from Bank of America is remarkable for its underlying text. First, why did Thain, a very smart fellow, give silly ammunition to those who want to attack his decisions. By buying a 35,000 dollar toilet...
Delaware Cases: A New Line of LLC Cases
Posted on January 22, 2009The last several years of Delaware business cases had many cases on predictable issues -- merger approvals, compensation, fiduciary duty, executive defense expense indemnification, and inspection procedure. The surprise was the heavy number of cases on contract theory and its...
Is the UK Bankrupt? Lessons
Posted on January 22, 2009Just as the problems in the UK foreshadowed ours in the late 20s, do the problems in the UK now foreshadow ours? There is a serious debate about whether the UK, as a country, is bankrupt. It has poured money...
Tracing Bailout Money in the Banks: the Journalists are Asking the Wrong Question
Posted on January 21, 2009It is good sport to call someone at the large banks that have received government bailout money and ask: "Were did the money go?" The right answer to a physical tracing question is "I do not know." It is the...
Geithner Takes a Cue From Obama: "We Will Have a Plan"
Posted on January 21, 2009Geithner's testimony at his confirmation hearings was priceless. He announced a "bold" plan (ie. "not incremental") on a "dramatic scale" that "hopefully" would come in the "next few weeks." The plan, when it appears, will fix a multitude of problems,...
Chrysler "Alliance" with Fiat: Giveaway Funded by the US?
Posted on January 21, 2009Chrysler is selling 35 percent of itself and a warrant for another 20 percent to Fiat. The price? No Fiat cash. Fiat puts in technology and new products. The warrant strike price is set at a measly $25 million. The...
New York Times Finds a Sugar Daddy
Posted on January 21, 2009Carlos Slim loaned $250 million to the New York Times to keep it going, for now. It was not much of a deal. The note pays 14 percent (three percent is optional pay-in-kind junk) and comes with warrants, convertible into...
BofA's Deal for Merrill Awash with Questions
Posted on January 20, 2009Bank of American closed its purchase of Merrill Lynch on January 1 of this year. BofA shareholders voted to ratify the deal on Dec. 5 of last year. We now know facts that we did not know at the closing...
Geithner and Bailouts
Posted on January 15, 2009Geithner's tax troubles are well known but less discussed is his role in the bank bailouts. The position of Chairman of the New York Federal Reserve Bank has, since the days of Strong in the 20s, been itself a very...
Citigroup and GE Need to Bust-up
Posted on January 14, 2009Citigroup and GE and old fashioned conglomerates that grew too broadly, too fast and need to be busted-up, focusing on a core business and selling or spinning off all others. Too bad hostile takeovers are dead; a bust-up buyout would...
Geithner's Troubles
Posted on January 14, 2009Obama's choice for the Secretary of the Treasury, Geithner, has, as the press refers to it, a "hiccup" in his confirmation. He did not declare personal income on which to pay taxes for several years, corrected late, and, as Secretary...
Independent Directors and Satyam Computer
Posted on January 13, 2009Sat yam Computer, a Indian company, has been exposed as a giant financial fraud. The government of India is attempting to reduce the damage and, effectively, has taken over the company. On the board were two Harvard academics. One, Krishina...
President Hoover and the Great Depression
Posted on January 12, 2009A quick education on the great depression has convinced me that President Hoover has "gotten a bad rap" or, more accurately, is blamed for the wrong thing -- doing nothing-- and should be blamed for the right thing -- starting...
Litigation Over a Triggered Poison Pill: Selectica
Posted on January 12, 2009When a poison pill threatens potential acquirers, the acquiring company usually files suit to have the pill declared invalid -- before the the acquisition. In an unusual case, a group of purchasers triggered a poison pill intentionally, the target company,...
Mises Vesus Keynes: And the Winner Is Politics
Posted on December 30, 2008The current economic crisis has the two schools of economic theory, one associated with Keynes and the other with Von Mises, at odds over the cause and cure. Mises would blame government expansion of credit for the boom and recommend...
Suing Auditors
Posted on December 23, 2008The Madoff mess will test the limits of suits against auditors. Madoff's auditor, an obscure three person firm run out of a strip mall, is not likely to have much cash. Lawyers are not suing the auditors of fund of...
Suing the SEC
Posted on December 23, 2008A frustrated Madoff investor has sued the SEC for not acting on tips that Madoff was running a Ponzi scheme. The suit is an extreme long shot, given the SEC's sovereign immunity. But who knows what the right judge may...
Cerberus and Chrysler
Posted on December 23, 2008Cerberus is apparently willing to dump its equity in Chrysler if bond holders or others will take equity for their debt. Indeed, Cerberus could simply give the company to its workers in exchange for a full release from all worker...
FASB and Mark-to-Market
Posted on December 23, 2008The FASB has begun a review of the mark-to-market rules that have attracted the ire of so many in the financial community. The major complaint -- financial institutions have to write down assets that they do not intend to sell...
Government Bailouts
Posted on December 20, 2008The current crisis has sent most to the history books, and I am no different. I have been reading about Margret Thatcher's response to the petition from 364 economists in 1979 when they objected to her reduction of government debt,...
GM and Chrysler Bailout Terms
Posted on December 19, 2008The President announced that the administration would use TARP money to bailout GM and Chrysler. Ford Motor Company did not make a request. The "Fact Sheet" from the Bush administration states that GM and Chrysler will receive $13.4 Billion from...
Mark to Market Rules
Posted on December 19, 2008The attack on mark to market accounting rules has many friends. Under the rules banks must carry on their balance sheets liquid securities at fair market values. When bank derivatives lost value, banks had to recognize write offs -- "even...
Tax Incentives Matter
Posted on December 19, 2008Taxes are in the news with a discussion of a 1997 tax break for the sale of homes (a $500,000 exclusion from capital gains for homes sold that an owner lived in for two years and owned for five) [how...
Madoff and Fraud: Is American Corrupt? No.
Posted on December 17, 2008The size of Madoff's fraud is dominating the news. The SEC has issued an apology of sorts for not catching him on a complaint from inside the industry in 1999. There are other frauds in the news as well. A...
Merkel's Experiment
Posted on December 17, 2008I have been watching with interest the approach of the German Chancellor Angela Merkel to the financial crisis. In contrast to our approach of throwing government money at anything and everything, she has taken a very conservative approach, spending less...
Madoff and Hedge Fund Regulation
Posted on December 16, 2008The Madoff fraud has reporters seeking comments from my colleagues in the academy on the "failure of the system" and many -- most-- of my colleagues who have pushed for increased regulation for their entire professional careers are more than...
The Car Czar
Posted on December 10, 2008We are on the verge of appointing a "Car Czar" to dole out federal money to domestic automobile makers. As far as I can tell, his power is negative -- he will pass on federal bailout money unless various parties...
A Hidden Problem in the Economic Crisis: State Protectionism
Posted on December 05, 2008On of the jobs of the drafters of the Constitution was to stop state protectionism in the Articles of Confederation. States wanted to put tariffs on all goods coming across their borders from other states. The drafters knew that this...
Lou Jiwei of China Comments: A Must Read for All Pundits
Posted on December 05, 2008Lou Jiwei is the head of China's sovereign-wealth fund, a fund awash in dollars (over $200 billion) seeking to invest. Our current Secretary of State, Hank Paulson, went to China to encourage China to invest in the United States financial...
SEC Posts New Rules for Rating Companies
Posted on December 04, 2008The Securities and Exchange Commission announced new rules for ratings companies. Some of the rules are designed to limit conflicts of interest --firms cannot rate debt they helped structure, for example -- and some are designed to increase the disclosure...
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Did I harass someone?
Oh, yes. This can be taken in as so many things, especially since you had testif...
How can i sue for a straw purchase?
Anyone can co-sign. A straw purchase would be if you has someone buy the car for...
How to tell if I have been subject to gender discrimination in hiring practices?
You didn't apply for the job. so that's a tough one. Seemingly your Bo...
Is it legal for a company to overwork their employees?
Well, he could 1. Get a new job. Sister, I understand ya, if he's anything ...
Can I sue my employer for being unethical, undue stress, and making false promises to get me to stay at my job?
You can sue him personally for it. It's can fall under harassment and possi...

Did I harass someone?
Oh, yes. This can be taken in as so many things, especially since you had testif...
How can i sue for a straw purchase?
Anyone can co-sign. A straw purchase would be if you has someone buy the car for...
How to tell if I have been subject to gender discrimination in hiring practices?
You didn't apply for the job. so that's a tough one. Seemingly your Bo...
Is it legal for a company to overwork their employees?
Well, he could 1. Get a new job. Sister, I understand ya, if he's anything ...
Can I sue my employer for being unethical, undue stress, and making false promises to get me to stay at my job?
You can sue him personally for it. It's can fall under harassment and possi...








