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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

Harvard's Hedge Fund

Posted on September 13, 2008
For the fiscal year ending in June, the Harvard University endowment, one of the country's largest hedge funds, earned 8.6 percent while the S&P 500, a common market index, dropped 13.1 percent. Other schools had a median minus 4.4 percent...

Xcel Energy Settlement with Cuomo: Trouble Coming

Posted on September 11, 2008
Excel Energy has agree to disclose "climate change risks" in its annual 10-K filings to get the Attorney General of New York, Andrew Cuomo, off its back. Excel has not thought this through. According the Cuomo's self-congratulatory press release, Excel...

Delaware Court Upholds a Deal Termination Fee

Posted on September 11, 2008
Delaware Vice Chancellor Leo Strine dismissed a claim by a shareholder of the Lear Corporation that the company's board should not have agreed to a buyout contract in which the company promised to pay a termination fee of $25 million...

UnitedHealth McGuire Settles Option Backdating Case

Posted on September 11, 2008
Old scandals take a while to play out in the courts. By the time court resolutions roll in we are well past the scandal and occupied by new ones. One of the biggest offenders in the compensation stock option back...

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Putin: The KGB Did Not Teach Him Anything About Markets

Posted on September 11, 2008
There is no partial market economy. Putin is finding that out. After his war with Georgia and his other saber rattling threats to the West, the Russian stock market has dropped more than 40 percent from its highs. Investors are,...

Plaintiff's Lawyers in Enron Litigation Get $688 Million

Posted on September 09, 2008
A federal district court judge in Houston has approved $688 million in legal fees to Coughlin Stoia and Geller for the firm's representation of the plaintiffs in the Enron litigation. The plaintiff's recovered $7.2 billion on claims of $40 billion...

ShowTime in Delaware Court

Posted on September 09, 2008
The busted Huntsman buyout litigation in Delaware Chancery Court is high drama. It is the first Delaware case over the busted buyout problems created by the credit crunch that stated early last year: on one side is a well-known private...

A Rumor Here, a Rumor There

Posted on September 09, 2008
An Internet blog rumor that UAL, the parent of United Airlines, would file for bankruptcy was false -- but it did not matter. The rumor started on from a post on a Florida newspaper web site. The rumor spread and...

The Fannie Mae and Freddie Mac Seizure Fallout

Posted on September 09, 2008
We are starting to get wind of who the winners and losers are in the government seizure of Fannie Mae and Freddie Mac. It is not a pretty picture. Holders of mortgage-backed debt of the two companies, so called agency...

Fannie and Freddie Seized

Posted on September 08, 2008
Over the weekend the United State Government, read Treasury Secretary Henry Paulson, seized two federally charted mortgage companies, Fannie Mae and Freddie Mac. This comes on the heels of a federally sponsored buyout of one our largest investment banks, Bearn...

Strickland Sings a New Tune

Posted on September 06, 2008
The Democratic Governor of Ohio has an editorial in today's Wall Street Journal entitled "Don't Believe the Doomsayers (sic). Ohio's Economy is Doing Fine". He notes that the press, covering the presidential race, has made the Ohio out to be...

Freddic Mac's Capped Voting

Posted on September 05, 2008
Freddie Mac has just changed its capped shareholder voting bylaw that disables any shareholder from voting over 20 percent of the outstanding voting stock unless the others shareholders vote to allow it. The voting cap discouraged takeovers and thereby protected...

Omnicare of "Questionable Continued Vitality"

Posted on September 04, 2008
The Omnicare case is of "questionable continued vitality" notes a new opinion from the Delaware Chancery Court. In Optima v WCI Steel, the Chancery Court refused to apply Omnicare to block a deal between Severstal and WCI in the face...

Ryan v Lyondell "Clarification"

Posted on September 03, 2008
In denying a motion for an interlocutory appeal of, Vice Chancellor Noble, explained his early July 29th opinion denying summary judgment to the defendants in the case. The company, Lyondell Chemical, had a 102(b)(7) charter amendment in place. The Court...

Bartels Book Makes Classic Mistake in Logic

Posted on September 03, 2008
The left is pushing a book by Larry M. Bartels entitled "Unequal Democracy" to argue that Democrats are better for the economy than are Republicans. Bartels, a professor of political science at Princeton, is a formidable critic. He notes, among...

Nocera on Ichan at XO

Posted on September 01, 2008
Joe Nocera of the New York Times went after Carl Ichan's management of XO Communications in Saturday's business section. He sided with an unhappy hedge fund R2 that had invested in XO. Ichan bought control of the company when it...

US v Stein: The Second Circuit Weighs In With a Terrible Opinion

Posted on August 29, 2008
The Second Circuit has affirmed, in a 3-0 decision, Judge Kaplan's dismissal of criminal indictments against 13 KPMG employees on the grounds that the Justice Department violated their right to counsel. Consider how hard the court had to stretch to...

Rule 2a-7 and Independent Directors

Posted on August 29, 2008
The SEC has proposed dropping the requirement that boards of money market funds purchase only securities rating by licensed rating agencies. The boards themselves have lobbied against the change -- their argument -- we are too dumb to handle the...

2nd Q GDP Shows Growth

Posted on August 28, 2008
The figures for the GDP growth for the second quarter (April to June 2008) are in, and they show growth of 3.3 percent. On the heels of a 1st quarter of .9 percent growth, it appears that our economy, which...

SEC Announcement on Accounting Rules: We are Going International

Posted on August 28, 2008
I must admit, I did not expect the SEC announcement today that it had proposed a rule that encourages and may even require all United States companies to follow international accounting rules by 2014. This is a major policy change....

A Judge as Lobbyist

Posted on August 28, 2008
The Justice Department announced today the reversal of its company prosecution guidelines. No longer will a company's decision to fund legal fees of indicted executive officers or a company's decision to stand on attorney client privilege to protect indicted executive...

The Primary Lesson on Fannie Mae and Freddie Mac: Purpose Creep

Posted on August 27, 2008
Government officials are debating what to do with Fannie Mae and Freddie Mac, and their shares swoon in the markets. There is no longer any doubt that the companies have been very poorly run and the taxpayer will pay something,...

Disclosure Versus Business Confidentiality

Posted on August 27, 2008
The efforts of the Federal Reserve and the Office of the Comptroller of the Currency to keep abreast of the situation in struggling banks is yet another illustration of problems in our disclosure theory of securities law. Both government agencies...

OBAMA and the Ohio Mandatory Sick Days Citizen Initiative

Posted on August 22, 2008
Governor Strickland's failure to head off a citizen's initiative on mandatory sick days for Ohio workers will put Obama in a bind. If the initiative passes a citizen's vote, Ohio businesses with over 25 employees must give their employees a...

Ohio Democrats and DHL

Posted on August 22, 2008
If the democratic leadership of Ohio is fully intent on saving Ohio jobs by convincing DHL to continue to use its Wilmington hub for air freight and not just doing political grandstanding, the governor, Lt. governor, and attorney general ought...

Ohio and DHL: A CaseStudy in Why Ohio Is Losing Business

Posted on August 20, 2008
The political leaders of Ohio met yesterday in Wilmington to plan on how to stop a deal between DHL and UPS that would effectively close a local air freight facility that employs 8,000 people. In the run up to the...

Hedge Fund Activity In a Bidder

Posted on August 19, 2008
On my final exam last semester the students were asked to advise a hedge fund that has purchased shares of a bidder in a control acquisition of a third party target. The hedge fund wants leverage to break up the...

Delaware Supreme Court On Shareholder ByLaws

Posted on August 19, 2008
The Delaware Supreme Court has issued it opinion on shareholder sponsored bylaws in response to a certified question from the SEC. The certification procedure is slick, allowing the SEC, when applying its inappropriate under "state law" exclusion in letter rulings...

Posner and Easterbrook Disagree on Mutual Fund Fees

Posted on August 16, 2008
In a series of opinions that law professors will love, Judges Richard Posner and Frank Easterbrook of the Seventh Circuit disagreed over the legal standard that ought to apply to an assessment of fees paid managers of mutual funds. In...

A Box for Abstain

Posted on August 15, 2008
The just completed election for seats on the Yahoo board of directors featured a contest between ?yes? votes and ?abstain? votes on the Yahoo proxy forms. There was no alternative candidate on the proxy or any other proxy and there...

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