Corporate & Securities Law

Stuntz Update

Posted on March 22, 2008
Harvard law prof Bill Stuntz provides an update on his fight with cancer. [continued on site]

The Rise and (Coming) Fall of ?F-Cubed? Securities Litigation

Posted on March 21, 2008
George Conway has an interesting article in the latest issue of Engage: With increasing frequency, the plaintiffs’ bar has been filing what are being called “f-cubed” securities fraud cases in U.S. courts: cases on behalf of foreign plaintiffs against foreign companies for trading on foreign exchanges...

Bainbridge on Say on Pay Part 5

Posted on March 20, 2008
This is the final part of my speech on HR 1257, The Say on Pay bill, which would give shareholders an advisory vote on executive compensation. In this part, I finish the discussion of the corporate governance aspects. You can download a revised and extended version of the speech, Remarks on Say on Pay: An Unjustified Incursion on Director Authority, from SSRN...

Bainbridge on Say on Pay Part 4

Posted on March 19, 2008
This is the fourth part of a speech I gave to Penn’s Institute of Law and Economics on HR 1257, the say on pay bill, which would give shareholders an advisory vote on executive compensation. In this part, I begin discussing the corporate governance aspects of the law, emphasizing my director primacy theory...

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Bainbridge on Say on Pay Part 3

Posted on March 17, 2008
This is the third part of a speech I gave on HR 1257, the federal bill that would give shareholders an advisory vote on executive compensation. In this part, I focus mainly on federalism issues. You can download a revised and extended version of the speech, Remarks on Say on Pay: An Unjustified Incursion on Director Authority, from SSRN...

Nacchio Conviction Reversed

Posted on March 17, 2008
Former Qwest CEO Joe Nacchio’s conviction for insider trading has been reversed and remanded for a new trial by the 10th Circuit in an opinion available here.  Congratulations to Jay Brown, for having correctly predicted the outcome and the grounds on which the trial court was reversed...

1967 Delaware General Corporation Law Backgrounders

Posted on March 17, 2008
The 1967 Delaware General Corporation Law is one of the most important landmarks in the history of US business law. Lawrence Hamermesh and the Widener law library have done us all a tremendous service by making a wide array of background reports, including principal drafter Ernest Folk’s preliminary study, available online...

Should Leo Strine be a Potted Plant?

Posted on March 17, 2008
Jay Brown has been criticizing Delaware VC Leo Strine for having the audacity to publish law review articles that actually express opinions instead of platitudes. In the latest entry in this series, Jay takes on Delaware Chief Justice Myron Steele’s defense of extrajudicial writing: Chief Justice Steele approves of his judges acting as lobbyists in the corporate governance debate,...

Bear Stearns? Sale and Stakeholders

Posted on March 17, 2008
Gordon Smith has a great analysis of the pending sale of Bear Stearns and legal implications of some of the rhetoric coming out of the principals. Go read the whole thing. Also go read Larry Ribstein‘s comments. [continued on site]

Business? Winning Streak in the SCOTUS

Posted on March 16, 2008
Jeffrey Rosen claims there has been an ideological shift on the Supreme Court to a pro-business stance: A generation ago, progressive and consumer groups petitioning the court could count on favorable majority opinions written by justices who viewed big business with skepticism — or even outright prejudice...

Say on Pay Webcast

Posted on March 12, 2008
You can now watch Harvey Goldschmid and yours truly go at it in a debate on say on pay moderated by Leo Strine and Michael Wachter. [continued on site]

New Delaware Guidance on SLCs

Posted on March 12, 2008
In Sutherland v. Sutherland, Delaware Vice Chancellor Stephen Lamb has provided important guidance on the use of special litigation committees to resolve shareholder derivative litigation. (HT: Pileggi) First, with respect to the composition of the committee: At the time the SLC was formed, the court agreed to impose a brief stay of proceedings to permit the SLC to do its work without the...

Bainbridge on Say on Pay Part 2

Posted on March 12, 2008
Here’s the second part of my speech at Penn’s Institute of Law and Economics’ Chancery Court Program on Say on Pay. In this part, I conclude my discussion of whether there is an executive compensation crisis and begin discussing the federalism issues posed by HR 1257 (the say on pay bill that passed the House): [continued on site]

My Say on Pay Speech: Part 1

Posted on March 12, 2008
Part 1 of my March 4 speech on say on pay at Penn. This part deals with the question of whether there is an executive compensation crisis. [continued on site]

The Fall of Eliot Spitzer From Grace

Posted on March 11, 2008
For the benefit of those who only follow this blog, there’s a lot of material at my politics blog on the Eliot Spitzer scandal: Today’s Huge Eliot Spitzer Roundup Spitzer and the Media’s Double Standard Was Eliot Spitzer a John? [continued on site]

Henry Manne

Posted on March 10, 2008
The March 2008 SSRN Corporate Governance Abstracts newsletter has two articles on Henry Manne. First, Larry Ribstein’s Henry Manne: Intellectual Entrepreneur: This Chapter in the book Pioneers of Law and Economics discusses the remarkable career of Henry Manne...

Ribstein on Ramseyer on Ringling Bros.

Posted on March 10, 2008
My friend and co-author Mark Ramseyer has posted a paper entitled Ringling Bros.-Barnum & Bailey Combined Shows V. Ringling: Bad Appointments and Empty-Core Cycling at the Circus: The Ringling case presents itself as an irrational spat over board seats among spoiled investors...

Do you want your students packing?

Posted on March 07, 2008
ATL: There’s a national movement pushing for law students to have the right to carry guns on campus. They’ve even got an official acronym: SCCC (Students for Concealed Carry on Campus). The group formed in response to the VA Tech shootings last year, and currently claims to have more than 16,000 members...

Martin v Peyton

Posted on March 07, 2008
My friend. colleague, and coauthor Bill Klein has posted to SSRN.com a fascinating essay providing the backstory to and analysis of the classic partnership case Martin v Peyton: 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...

CalPERS as SWF?

Posted on March 07, 2008
Benn Steil offers up a provocative take on CalPERS: Deputy Treasury Secretary Robert Kimmitt recently spelled out a few policy principles for sovereign wealth funds (SWFs), the most important of which was this: “Invest commercially, not politically...

We?re # 71

Posted on March 07, 2008
In a ranking of 200-odd economics blog, BusinessAssociationsBlog.com ranked 71st. FWIW. [continued on site]

UCLAW Hires Motomura

Posted on March 06, 2008
Brian Leiter correctly reports that UCLA has hired Hiroshi Motomura away from North Carolina: Hiroshi Motomura is an influential scholar and teacher of immigration and citizenship law. He is a co-author of the widely used law school casebook, Immigration and Citizenship: Process and Policy (6th edition published in December 2007), and a new casebook, Forced Migration: Law and Policy,...

US News Rankings Unveiled

Posted on March 06, 2008
Daniel Solove does yeoman work: I’ve got the scoop of the year! An anonymous source from US News & World Report leaked this memo to me. It is a memo written by the magazine’s “law school ranking executive” describing how the magazine arrived at this year’s official rankings...

Remarks on Say on Pay

Posted on March 05, 2008
I’ve posted to SSRN.com Remarks on Say on Pay: An Unjustified Incursion on Director Authority: These remarks were presented to the Penn Law and Economic Institute’s Chancery Court Program on Say on Pay: A Positive Contribution To Corporate Effectiveness and Accountability Or An Unprincipled and Costly Incursion Into Director Authority? Proponents of H...

Stoneridge Debate

Posted on March 05, 2008
From the Federalist Society’s website: On January 15, 2008 the Supreme Court decided the Stoneridge Investment v. Scientific Atlanta case. The Court ruled that the implied private right of action in section 10 (b) does not extend to fraud claims against a non-issuer of a security whose allegedly misleading statements and conduct was not directly relied on by investors in making investment...

?Like doing homework for a living?

Posted on March 05, 2008
Tom Hanks’ not wholly inapt take on being a lawyer. (HT: Lat) [continued on site]

New UCC Blog and Using Blogs to Game US News

Posted on March 03, 2008
Jennifer Martin, Kristen David Adams, Robyn Meadows, Marie Reilly, and Keith Rowley have founded a blog dedicated to U.C.C. issues at UCClaw.blogspot.com. They credit University of Louisville Dean Jim Chen with getting them started. Chen was (and I think still is) an active blogger...

Alternate Legal History

Posted on March 02, 2008
Apropos the earlier discussion of what was the most influential corporate law decision of the 20th Century, Brett McDonnell makes a very interesting point: Bainbridge’s take on what makes a case influential certainly makes some sense.  He asks us to imagine the counterfactual of how the world would look if a case had been decided differently, and plausibly argues that more would have...

Influential Law Faculty Blogs

Posted on February 29, 2008
Jay Brown has offered up a series of posts at Race to the Bottom on the influence (or lack thereof) of law faculty blogs. His latest post ranks the top 50 law faculty blogs in order of influence. The top 10: 1. Volokh Conspiracy 2. Sentencing Law and Policy 3...

The Second Most Important Corporate Law Decision of the 20th Century

Posted on February 29, 2008
In response to my nomination of Smith v. Van Gorkom as the most important corporate law opinion of the 20th century, Larry Ribstein suggests Basic v. Levinson.  This is cheating.  Or, perhaps more precisely, taking advantage of a loophole.  I meant state corporate law decision...

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