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Corporate & Securities Law

Truth on the Market

Academic commentary on law, business, economics and more.

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Last Entry: April 01, 2011 at 00:51:38

The FTC and Debarment as an Antitrust Sanction

Posted on January 13, 2011
As a result of the FTC’s “Operation Short Change,” a number of firms and individuals have settled claims that they swindled millions from consumers by making unauthorized charges and debits to their bank accounts. The FTC press release highlights that, in addition to a $2...

Jurisdictional competition as a rule for growth

Posted on January 12, 2011
I’ve just posted on SSRN a recent paper with Henry Butler, Legal Process and the Discovery of Better Policies for Fostering Innovation and Growth, forthcoming as a chapter in KAUFFMAN TASK FORCE FOR LAW, INNOVATION AND GROWTH, Rules for Growth (2011)...

Agents Prosecuting Agents

Posted on January 12, 2011
I’ve been blogging over the years quite a bit about a problem I call “criminalizing agency costs,” which is a piece of the general problem of over-criminalization. In fact, this problem was a big reason for my getting started in blogging almost seven years ago...

Fencing Fiduciary Duties

Posted on January 12, 2011
Several years ago I wrote up my theory of fiduciary duties in an inaptly titled paper, Are Partners Fiduciaries? My basic point was that fiduciary duties are and should be narrowly applied, as befits a strict standard that transcends general norms of commercial behavior...

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The First Amendment and Corporate Governance

Posted on January 12, 2011
?I have spent some time over the last year discussing the Supreme Court’s big corporate speech case, Citizens United – at Stanford and Georgia State, and in an archive full of Ideoblog posts. Now my paper on the case, The First Amendment and Corporate Governance, is finally available on SSRN...

Law’s Information Revolution

Posted on January 12, 2011
For several months I’ve been threatening to unleash a new article that discusses the future of the law business, following the Death of Big Law. See my earlier posts on “law entrepreneurs” and “owning the law.” The day has at last arrived...

Evidence of the SOX effect on IPOs

Posted on January 11, 2011
Last week I noted that Facebook’s big private sale to Goldman was a symptom of how higher disclosure costs have helped make private firms reluctant to take the once-expected step of going public: “[I]t seems the increased costs of being public have helped exclude ordinary people from the ability to own the stars of the [...

Why (Ever) Define Markets?

Posted on January 10, 2011
The titular question is posed by Louis Kaplow (Harvard) in a recent piece in the Harvard Law Review that I suspect will attract a fair amount of attention. I may have more to say about this later, but for now, here is the abstract: Competition law is dominated by the market definition / market share [...

DOJ Investigates Alleged UPS-FedEx Boycott

Posted on January 09, 2011
The AP Reports: The Justice Department is investigating claims of anticompetitive behavior by shipping companies FedEx Corp. and UPS Inc. Los Angeles antitrust attorney Maxwell Blecher said in a sworn court document filed last month that on Nov. 22 a trial attorney in the Justice Department’s antitrust division called him and said they had begun [...

Is The Dodd-Frank Wall Street Reform & Consumer Protection Act of 2010 Constitutional?

Posted on January 05, 2011
C. Boyden Gray and John Shu offer a very helpful discussion on this issue in an article in Engage. Here is the abstract: President Obama signed the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (?Dodd-Frank? or ?the Act?) into law on July 21, 2010...

Arthur Rosett

Posted on January 05, 2011
Professor Bainbridge passes along the sad news that UCLA Law’s Arthur Rosett has passed. Professor Rosett my my contracts professor at UCLA in my first year of law school. The LA Times Obituary hits the highlights of Professor Rosett’s legal career: Arthur was a distinguished legal scholar and esteemed member of the faculty at the [...

What happened to IPOs?

Posted on January 04, 2011
So Facebook finally had its public offering. But it didn’t look like your father’s IPO. Instead, Facebook sold $500 million in stock to one person. The stock will be held by a single special purpose vehicle so Facebook avoids going over the 500-investor-limit for avoiding the disclosure obligations of a public company...

At the AALS: Adjudication and jurisdictional choice in LLCs

Posted on January 03, 2011
This Friday, January 7, I’ll be presenting a paper on this topic at the AALS Section on Agency, Partnership, LLC’s and Unincorporated Associations, 8:30-10:15, Hilton, Franciscan A, Ballroom Level, Hilton San Francisco Union Square. [Yes, at the Hilton...

The First Amendment, the securities laws and hedge funds

Posted on January 03, 2011
I have been writing for some time about the First Amendment and the securities laws. In a nutshell, the formerly inviolate notion that the securities laws are a First-Amendment-free zone has always been constitutionally questionable. The questions multiply with the expansion of the securities laws...

Some Myths About Insider Trading

Posted on January 03, 2011
Henry G. Manne is Dean Emeritus of the George Mason University School of Law and Distinguished Visiting Professor at the Ave Maria School of Law. The SEC is at it again, scandal mongering insider trading. As usual this is the ?biggest insider trading case yet,? as if they were trying for some Guinness record...

E-marriage at the AALS

Posted on January 03, 2011
I’ll be speaking at the AALS on a “hot topic” devoted to this interesting subject, Yosemite C, ballroom level at the Hilton, 4-5:45 January 7. Here’s a brief excerpt from a longer description of the program: The panel explores the likelihood that technology, modern-day mobility, and patterns in affiliation will produce increasing numbers of marriage [...

Some Links

Posted on January 03, 2011
Tom Hazlett and Susan Dudley on Fred Kahn Steve Levitt on child carseats Classes certified in Netflix monopolization suit and separate suit against EA Sports Russian Federal Anti-Monopoly Service approves $3.8 billion deal in which Pepsi Co acquired dairy and juice maker Wimm-Bill-Dann Foods Ian Ayres on ethical questions for legal service clinics Brian Leiter’s [...

Happy New Year — go watch a movie

Posted on December 31, 2010
Here are the best films I saw in 2010, in reverse chronological order: Hearts of Darkness, The Chaser, Fear and Loathing in Las Vegas, Mother, The Life and Death of Colonel Blimp, The White Ribbon, The Lives of Others, Sin Nombre, Suicide Kings, A Prophet, The Damned United, Barfly, The Wrestler, In the Loop, Revanche, [...

Property Rights, Snow, and Parking

Posted on December 30, 2010
This NY Times piece on informal parking property rights and enforcement mechanisms in Boston gives me opportunity to excerpt from Fred McChesney’s seminal analysis on the subject discussing the order of things in Chicago: The city’s job ends once the snow is plowed from the driving lanes, leaving car owners to their best devices in [...

R.I.P. Alfred Kahn (1917-2010)

Posted on December 28, 2010
A remembrance from David Henderson,and Kahn’s entry in the Concise Encyclopedia of Economics on Airline Deregulation. An excerpt from the WSJ/ AP obituary: A leading scholar on public-utility deregulation, Mr. Kahn led the move to deregulate U.S...

Abercrombie goes to Ohio

Posted on December 28, 2010
Steve Davidoff has the story, and it’s an interesting exercise in corporate contracting complicated by jurisdictional choice. Abercrombie’s proposed reincorporation is essentially a takeover defense. Unlike Delaware, Abercrombie’s current state of incorporation, Ohio Has a business combination statute that’s triggered by a 10% acquisition rather than 15% as in Delaware...

The securities laws and the First Amendment

Posted on December 28, 2010
Attorney John Olson has posted a discussion and copy of a brief for the Chamber of Commerce and the Business Roundtable challenging the SEC’s recent proxy access rule, Rule 14a-11. That’s the rule that requires corporations to include in their proxy materials candidates for director election nominated by 3%/3-year shareholders...

Sheepaholics

Posted on December 28, 2010
According to today’s WSJ: “Once upon a time, Americans got dogs for their sheep. Now they get sheep for their dogs.” Seems that border collies really need to herd. They’re so compulsive that “they sometimes search for livestock behind the television when sheep appear on screen...

Religion, capitalism and compassion

Posted on December 28, 2010
My most avid fans may have noticed I’ve been away from blogging for a few days. In fact, I’ve been traveling for a lot of that time in Israel (among other things, giving a talk at Hebrew University in Jerusalem). Given my recent travels to the Holy Land I thought it might be appropriate for [...

Against Consumer Choice as an Antitrust Standard (Some Preliminary Thoughts)

Posted on December 27, 2010
The “consumer choice” approach to antitrust is increasingly discussed in a variety of settings, and endorsed by regulators and in scholarship, especially but not exclusively in the Section 5 context. The fundamental idea is that the “conventional” efficiency approach embedded in the total and/or consumer welfare standards is too cramped and does not measure the [...

Most Downloaded Antitrust Professors of 2010

Posted on December 22, 2010
HT: Danny Sokol. Name (Institution) Number of New Downloads Herb Hovenkamp (University of Iowa) 7532 David Evans (University College, University of Chicago) 7133 Damien Geradin (Tilburg, University of Michigan) 6394 Josh Wright (George Mason) 4733 Randy Picker (University of Chicago) 3170 Marc Edelman (Barry University) 3005 Bob Lande (University of Baltimore) 2759 Michael McCann (Vermont [...

The Limits of Behavioral Law and Economics, Australia Edition

Posted on December 21, 2010
At the excellent Core Economics blog, Andreas Ortman discusses an Australian policy debate involving the Review of the Governance, Efficiency, Structure and Operation of Australia?s Superannuation System (also known as the Cooper Review), and more specifically, retirement savings and the superannuation system...

Amicus Brief in Fifth Circuit Tobacco Master Settlement Case

Posted on December 20, 2010
Todd Zywicki and I recently filed (along with Keith Hylton, Fred McChesney, and TOTM’s own Thom Lambert) an amicus brief in support of certiorari in a Fifth Circuit Tobacco Master Settlement Case. We argue that the state action exception to the antitrust laws, i...

Lynn Stout on “criminogenic” hedge funds and insider trading

Posted on December 17, 2010
Lynn Stout, writing in the Harvard Business Review’s blog, claims that hedge funds are uniquely “criminogenic” environments. (Not surprisingly, Frank Pasquale seems reflexively to approve): My research, shows that people’s circumstances affect whether they are likely to act prosocially...

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