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Last Entry: March 31, 2011 at 05:52:00

eBay-Craigslist: When good deals go bad

Posted on December 15, 2009

eBay-Craigslist: When good deals go bad

Posted on December 15, 2009
In 2004 eBay and Craigslist announced a friendly deal in which eBay would take a minority position in the online classifieds business. It seemed like a nice fit at the time - complementary in a way that Skype wasn't. At...

More Bad Lawyers and Galleon

Posted on December 11, 2009
Well ... Galleon claims another lawyer scalp. The SEC and the US Attorney's Office in the Southern District of NY announced that Brien Santarlas, another former Ropes & Gray attorney has pleaded guilty to criminal insider trading charges. According to...

Non-Profit Mergers

Posted on December 10, 2009
If you've got students in a transactional clinic, most likely they are working with non-profit organizations. They may sign up for the clinic hoping to work for big corporate clients, but that's just the way it is. In any event,...

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K&E on LOIs

Posted on December 09, 2009
This client alert from K&E offers a timely reminder of potential pitfalls for parties entering into letters of intent or term sheets believing they are merely unenforceable "agreements to agree." It offers the sound advice that, when you enter into...

Conference on Teaching of Transactional Law and Skills

Posted on December 08, 2009
Emory University School of Law?s Center for Transactional Law and Practice recently announced its second biennial conference on the teaching of transactional law and skills, Transactional Education: What?s Next? The conference will be held at Emory on Friday, June 4,...

Merger Pricing

Posted on December 08, 2009
Baker, Pan, and Wurgler have a new paper, A Reference Point Theory for Mergers and Acquisitions. They suggest that initial offering prices are important for determining the ultimate success of an offer. In particular, they point to the 52-week high...

Destroying Value through Mega-Mergers

Posted on December 07, 2009
The bigger and more complicated the deal, the more likely it is to fail. Sometimes empire building and confusing luck for ability result in disastrous decisions. This definitely comports with one?s ex ante sense of how things should work. AOL-TimeWarner...

Comcast-NBC and the Various Premerger Approvals

Posted on December 04, 2009
Comcast?s deal to acquire NBC from GE announced yesterday doesn?t break a whole lot of new ground from a deal structuring point of view. In general, GE contributes its NBC/Universal assets to the joint venture. For its parts, Comcast pitches...

Horizontal Merger Guidelines Workshops

Posted on December 03, 2009
The FTC is hosting a series of workshops on horizontal merger guidelines as part of its process of rethinking such guidelines. The first of the five workshops is today in DC. You can catch the webcast here. The schedule for...

Golden Parachute Waivers

Posted on December 02, 2009
You'll remember that early last month Burlington Northern announced that Buffet's Berkshire Hathaway would acquire the balance of BNSF's stock that it did not already own. Recently reported that the CEO of Burlington Northern Santa Fe waived his rights to...

BAC Derivative Litigation

Posted on November 28, 2009
Wow. Just got around to watching the arguments before Vice Chancellor Strine in In re Bank of America Shareholders Litigation. On a motion to dismiss, Vice Chancellor Strine didn't appear easily convinced. If you haven't seen it, yet, drop by...

Shareholder Meeting

Posted on November 26, 2009
Unlike any shareholder meeting I've ever been to... Happy Thanksgiving!

Constituency Provisions and Intermediate Scrutiny Outside of Delaware

Posted on November 23, 2009
I have been giving some thought to how jurisdictions other than Delaware deal with the question of intermediate scrutiny. Although Delaware leads the way in the M&A jurisprudence, other states have gone their own way in important respects. One of...

eBay/Skype: RIP

Posted on November 21, 2009
eBay announced on Thursday that it closed its sale of Skype. The buyer, who will control an approximately 70 percent stake, is an investor group led by Silver Lake and includes Joltid Limited and certain affiliated parties, the Canada Pension...

Insider Trading in India

Posted on November 20, 2009
Here's a relatively recent empirical study of insider trading in India in advance of merger announcements, Merger Announcements and Insider Trading in India: An Empirical Investigation. Shorter version: insider trading is rampant. Don't be surprised. It's apparently rampant here...

B&N's Pill

Posted on November 19, 2009
On Tuesday the board of Barnes and Noble adopted a shareholder rights plan -- or a poison pill. From the board's announcement: The Board adopted the Rights Plan in response to the recent rapid accumulation of a significant portion of...

Google Scholar (Legal)

Posted on November 18, 2009
Google Scholar has just gotten better. It now includes legal opinions and law review articles. -bjmq

Internal Poison Pills

Posted on November 18, 2009
Geis has an article, Internal Poison Pills, appearing in the current NYU Law Review that thinks about the relationship between majority and minority shareholders. The article argues that a version of the shareholder rights plan can be used to constrain...

AOL Spinoff Approved, Set for Dec 9

Posted on November 17, 2009
Our long, national deal-nightmare is over. AOL amended its Form 10 again, inserting dates into all the agreements. The record date for the spin off is now set for November 27, 2009. Here's the letter to Time Warner shareholders: We...

3Com-HP Lawsuit

Posted on November 17, 2009
You know what they say ... it's not a real deal unless there's a lawsuit. Well, the 3Com/HP deal has its first lawsuit. The $2.7 billion all cash deal was announced last week. Here's the merger agreement. Given that it's...

Reimbursement Policies for Shareholder Proxy Nominations

Posted on November 16, 2009
HealthSouth Corp. recently announced a policy to reimburse shareholder initiatives relating to shareholder nominations for the election of directors: Board of Directors has authorized the Company to amend its bylaws to adopt procedures relating to shareholder nominations for the election...

Merck Stock Swap Confusion

Posted on November 14, 2009
As you'll remember, Merck structured its recent acquisition of Schering-Plough as a ?reverse merger? in order to prevent a change of control provisions in Schering?s joint venture with J&J from being triggered and thereby lose control over the venture?s hit...

Bad Faith, Not in Good Faith...Tomato, Tomahto

Posted on November 13, 2009
In Amirsaleh v. Board of Trade of The City of New York, Inc, Chancellor Chandler takes up the heavy burden of politely explaining the Delaware corporate law to the Supreme Court. I apologize for posting such a long quotation, but...

Board Connections and M&A

Posted on November 12, 2009
I like this paper, Board Connections and M&A Transactions. It lets me explore my inner Glenn Beck. I mean, it shouldn't be all that surprising that in transactions where the target and the acquirer share board members that there should...

3Com Options Trading...More Insider Trading?

Posted on November 11, 2009
OK, it's almost too much to bear. Someone stop the madness. Bloomberg is reporting that 3Com options were trading at records volumes and a 26-month high just prior to today's announcement of 3Com's acquisition by HP. Almost 4,000 of the...

Simple Theory of Takovers

Posted on November 11, 2009
Continuing the theme of comparative takeover regulation: here's a new paper, A Simple Theory of Takeover Regulation in the United States and Europe, from Ferrarini and Miller forthcoming in the Cornell International Law Journal investigating a federal approach to takeover...

Valero adopts Say-on-Pay Policy

Posted on November 10, 2009
It's officially a trend! In response to a say-on-pay campaign Valero announced yesterday that it was adopting a 'say-on-pay' policy joining Pfizer. Apparently shareholders at more than 110 companies are considering say-on-pay resolutions this proxy season...

GM: Saturn Sale Collapses

Posted on October 01, 2009
The proposed sale of GM's Saturn division to Penske has collapsed and it looks like the Saturn brand will head for the dust-bin. That's too bad. They had a great one price concept, but "corporate" never really set them free...

No Big Deal: GM & Chrysler

Posted on September 30, 2009
Stephen Lubben at Seton Hall has a new paper, No Big Deal: The GM and Chrysler Cases in Context in which he takes on the critics of the government's intervention into GM and Chrysler. It's well worth reading. Abstract: Almost...

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