Corporate & Securities Law

Iconic Cases

Posted on May 16, 2008
The mail brought a copy of The Iconic Cases in Corporate Law (American Casebook). edited by Jonathan Macey, it includes 14 chapters on the most prominent corporate law cases. Yours truly contributed an essay entitled The Iconic Insider Trading Cases. As a casebook author, I’d be interested to hear from any law profs who adopt the Macey text as to how they used it...

Laptops in the Classroom

Posted on May 16, 2008
Ian Ayres dithers. [continued on site]

The consequences of not coming to terms with a potential acquiror

Posted on May 16, 2008
Gordon Smith explains: When Yahoo shareholders filed a class action complaint against members of Yahoo’s board of directors on February 21, 2008, they complained about the board’s refusal to negotiate with Microsoft, inappropriately casting this as a “‘just say no’ defense...

Did SOX Improve the Quality of Information?

Posted on May 16, 2008
A new paper says no: Public, private and total information quality is examined. Our information quality measures are based on financial analyst forecasts as in Barron, Kim, Lim and Stevens (1998) and Gu (2005). We find that the passage of SOX is associated with a temporary increase in the quality of public information immediately following the Act’s adoption, but the increase is not...

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Audit deficiencies

Posted on May 16, 2008
Helen Roybark has just posted to SSRN a very useful paper, An Analysis of Audit Deficiencies Based on PCAOB Inspection Reports Issued During 2005: Abstract: Audit deficiencies have far-reaching implications on the users of financial reports, accounting firms and their clients, and the accounting profession...

Smith v Van Gorkom

Posted on May 15, 2008
I’ve posted to SSRN a paper entitled simply Smith v. Van Gorkom. Abstract: Smith v. Van Gorkom arguably was the most important corporate law decision of the 20th century. The supreme court of a state widely criticized for allegedly leading the race to the bottom held that directors who make an uninformed decision face substantial personal liability exposure...

Investor Activism

Posted on May 14, 2008
Today it was my turn at the Federal Reserve Bank of Atlanta’s 2008 Financial Markets Conference. I presented my paper Investor Activism: Reshaping the Playing Field?: Abstract: Shareholders of U.S. corporations historically tended towards rational apathy...

Laptops in the classroom

Posted on May 14, 2008
The debate makes Newsweek: The tech revolution at the nation’s top law and business schools, where students now routinely use laptops and wireless connections in class, has created an insurgent population: professors, who believe they’re losing the fight against wandering minds...

SOX at 5 Years

Posted on May 13, 2008
At at the Federal Reserve Bank of Atlanta’s 2008 Financial Markets Conference, we’ve moved on to a panel on “SOX at 5.” (Shouldn’t that be “6”?) The keynote speaker is economist Ken Lehn. SOX co-author Michael Oxley is one of the panelists...

Blogging Bernanke

Posted on May 13, 2008
FED Chairman Ben Bernanke is the keynote speaker at the Federal Reserve Bank of Atlanta’s 2008 Financial Markets Conference. He’s speaking on the FED’s recent liquidity actions. Central banks can help alleviate a crisis by lending secured by borrowers’ illiquid assets, thus allowing the borrower to avoid having to conduct a fire sale of those assets into illiquid...

Romano?s ?Institutional Investors and Proxy Voting?

Posted on May 12, 2008
I’m at the the Federal Reserve Bank of Atlanta’s 2008 Financial Markets Conference, where Yale law professor Roberta Romano is presenting her paper Institutional Investors and Proxy Voting: The Impact of the 2003 Mutual Fund Voting Disclosure Regulation...

Greetings from the 2008 Financial Markets Conference

Posted on May 12, 2008
I’m in Sea Island, Georgia, for the Federal Reserve Bank of Atlanta’s 2008 Financial Markets Conference, which this year is devoted to “taking stock” of the post-Enron financial market reforms. On Wednesday, I’ll be presenting a paper on shareholder activism...

Pre-Order ?The New Corporate Governance?

Posted on May 07, 2008
You can now pre-order my next book, The New Corporate Governance in Theory and Practice, from Amazon. I’m told the book should ship in about 6 weeks. [continued on site]

Director Elections and the Influence of Proxy Advisors

Posted on May 07, 2008
In some quarters, there has been growing concern about the power of proxy advisors such as Institutional Shareholder Services (ISS), Governance Metrics International (GMI), and others (e.g., Green Street for REITs). The groups publish corporate governance ratings of public companies and make recommendations as to how institutiional investor clients should vote thjeir shares...

Market Responses to Name Changes

Posted on May 07, 2008
Remember when Boalt UC Berkeley spent all that money on coming up with a new brand name? I couldn;t help being reminded of that episode when I read a new paper, Price Reactions to Corporate Name Changes, which finds “name changes convey weak real information about the corporation...

Rutter Award

Posted on May 07, 2008
UCLA School of Law press release: Stephen Bainbridge, the William D. Warren Professor of Law, was honored with the 2008 Rutter Award for Excellence in Teaching, which is presented annually to a professor who has demonstrated an outstanding commitment to teaching...

Congrats to Troy Paredes

Posted on May 06, 2008
CNNMoney.com: President George W. Bush on Tuesday nominated Washington University Law School professor Troy Paredes to the Securities and Exchange Commission, If confirmed by the U.S. Senate, Paredes would replace Paul Atkins, a Republican SEC commissioner who announced Monday that he will step down once his successor is in place...

Yahoo and Blasius

Posted on May 06, 2008
We noted earlier that Yahoo used a strategic partnership with Google as a poison pill to fend off Microsoft’s bid. From Law.com we get more details, which offer an interesting twist: Legal observers say it was a clever delay tactic by Yahoo’s lawyers at Skadden, Arps, Slate, Meagher & Flom that gave the company the time to come up with the Google deal...

Ribstein on Microsoft-Yahoo

Posted on May 05, 2008
Larry ponders four questions. [continued on site]

Could Yahoo Shareholders Successfully Sue over Microsoft Retreat?

Posted on May 05, 2008
Gordon Smith thinks it would be a loser. I agree that it’s a tough claim to frame. [continued on site]

The Incorporation Transparency and Law Enforcement Assistance Act

Posted on May 03, 2008
Over on my punditry blog, I discuss the Incorporation Transparency and Law Enforcement Assistance Act, which has been introduced by Senator Carl Levin (D-Mich.) and Senator Norm Coleman (R-Minn.), and endorsed by Senator/Presidential candidate Barack Obama (D-Ill...

Using a strategic partnership as a poison pill

Posted on May 03, 2008
If you believe Steve Ballmer’s letter to Jerry Yang withdrawing Microsoft’s offer to buy Yahoo, the latter’s threat to outsource search to Google deterred Microsoft from going hostile: We regard with particular concern your apparent planning to respond to a “hostile” bid by pursuing a new arrangement that would involve or lead to the outsourcing to Google of key paid...

Martin v Peyton

Posted on May 02, 2008
My friend, co-author and UCLA colleague Bill Klein recently posted to SSRN an essay on Martin v. Peyton, the classic definition of a partnership case: Abstract: This essay explores the background, the facts, and the legal and policy implications of the 1927 decision of the New York Court of Appeals in Martin v...

UCLAW Announces $100 Million Campaign

Posted on April 30, 2008
UCLA School of Law announces: … that it has launched a campaign to raise $100 million to increase student scholarships, attract and retain faculty and support centers and institutes that inform law and public policy. “We are an ambitious law school and this is an ambitious plan,” said Dean Michael H...

Caremark Imposed on Officers

Posted on April 30, 2008
From Delaware Business Litigation Report: Delaware Bankruptcy Court Applies Caremark to Officers: Miller v. McDonald, C.A. 07-51350 (Bankr. Del. April 9, 2008) In a case of apparent fist impression, a bankruptcy court in Delaware has held that Caremark duties apply to corporate officers as well as directors...

Libertarians on Limited Liability

Posted on April 30, 2008
Alex Tabarrok: I will pinch hit for Tyler on a few questions of interest to readers beginning with, “What’s up with limited liability corporations?” A common libertarian argument is that groups do not possess rights beyond those of individuals...

Diversity by Diktat

Posted on April 28, 2008
Gail Heriot blasts the ABA’s role in law school reaccreditation and the ABA’s demands for diversity. [continued on site]

Promoting the Competition

Posted on April 27, 2008
Two Southern California law schools - USC and Chapman - have invited Erwin Chemerinsky to be their commencement speaker. Chemerinsky is a noted constitutional law scholar, but he’s also the newly appointed Dean of the newly created UC-Irvine law school...

UC Snark

Posted on April 27, 2008
Above the Law comments on UC Berkeley’s continuing effort to “rebrand” itself: Berkeley paid a public relations firm $25,000 to come up with the brilliant new moniker, UC Berkeley School of Law. Considering that Berkeley’s bar passage rate dipped to just 82% in the July 2007 California bar exam, maybe they ought to devote as much attention to teaching as they are to...

Publicly Held Law Firms and Disclosure

Posted on April 23, 2008
David Lat offers a humorous look at what a publicly held law firm’s quarterly earnings disclosure might look like. In doing so, he raises the serious question of how we’d square client confidentiality rules and SEC disclosure obligations. Over to you, Larry...

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