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Corporate & Securities Law

Truth on the Market

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

The obscure efficiency of empty voting

Posted on December 17, 2010
A few years ago a new scandal emerged on the corporate scene, prompted by Hu & Black’s work on so-called “empty voting.” The supposed problem is that a hedge fund can separate voting and economic rights by borrowing, hedging or short-term trading...

Fun With Google ngrams

Posted on December 17, 2010
Tyler Cowen shows the Google Ngram — which uses Google Books to count references for the given term — for the term “liberty.” Here’s one for “antitrust.” Filed under: antitrust, musings

The insider trading crackdown and Reg FD

Posted on December 17, 2010
Today’s WSJ explains how recent insider arrests cracking down on expert services are rooted in the SEC’s misguided Regulation FD. That rule barred firms’ employees from selectively disclosing material information to favored analysts and investors...

Securities Regulation Events at the AALS Annual Meeting

Posted on December 17, 2010
Tulane Law’s Elizabeth Nowicki, a former TOTM guest, asked me to post the following notice: The AALS Annual Meeting in San Francisco is fast approaching, and the AALS Section on Securities Regulation will be having two events on Saturday, January 8, 2011, in celebration of the Section’s 10th Anniversary...

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Copland on Regulation by Prosecution

Posted on December 16, 2010
The Manhattan Institute’s James Copland writes about “Regulation by Prosecution” through deferred prosecution agreements. His report details the exceptional and troubling power that prosecutors have used to circumvent the normal democratic legislative process and subvert the rights of individual defendants in criminal actions...

Nocera on the uncorporation and the financial crisis

Posted on December 16, 2010
The Glom’s having a book club on McLean & Nocera’s All the Devils Are Here. I haven’t read the book (it takes a lot to get me to read a book by business journalists). But I have read David Zaring’s interview with his “favorite Times columnist...

Why can’t we have a better press corps?: WaPo Google antitrust edition

Posted on December 15, 2010
Steven Pearlstein at the Washington Post asks if it’s “Time to loosen Google’s grip.” The article is an analytical mess. Pearlstein is often a decent business reporter–I’m not sure what went wrong here, but this is a pretty shoddy piece of antitrust journalism...

The non-constitutional problem with a health care mandate

Posted on December 14, 2010
There’s been much teeth-gnashing following yesterday’s ruling by a Virginia judge that the “individual mandate” portion of Obamacare is unconstitutional. Among many other places, see the ongoing discussion at The Volokh Conspiracy...

Henderson Appointed to the Securities Regulatory Council

Posted on December 14, 2010
Congratulations to former TOTM blogger (and recent guest) and University of Chicago Law Professor Todd Henderson who has been appointed to serve a three-year term on the Financial Industry Regulatory Authority?s National Adjudicatory Council. Congratulations and best wishes to Todd...

A&P Files for Bankruptcy

Posted on December 14, 2010
Recent coverage of the A&P bankruptcy has alluded to its era of “dominance” in grocery retail, describing it as “the Wal-Mart of its day.” See this earlier post on the unconvincing antitrust case against Wal-Mart. However, what the A&P bankruptcy brings to mind for me is Justice Stewart’s famous dissent in Von’s Grocery...

Richard Thaler’s Rejoinder to the TOTM Free to Choose Symposium

Posted on December 13, 2010
Editor’s Note: I invited Professor Thaler to respond to the TOTM Free to Choose Symposium, and he graciously accepted and offered the following response. Richard Thaler is the Ralph and Dorothy Keller Distinguished Service Professor of Behavioral Science and Economics at the University of Chicago Booth School of Business...

Please Stop Calling Resale Price Maintenance Price-Fixing, Part 2

Posted on December 13, 2010
The ABA Antitrust Section is better than this. Earlier offenders here and here. (HT: Danny Sokol) Filed under: antitrust, resale price maintenance

Curbing food trucks in the Windy City

Posted on December 13, 2010
Today’s WSJ discusses a particularly irritating example of Chicago regulation: “We’re stopping the sale of cupcakes,” she recalls [a police officer] saying, before he handed her a ticket and shooed her away.”* * * After receiving a $275 ticket, Ms...

The Uncorporation reviewed

Posted on December 13, 2010
Grant Hayden and Matt Bodie review my Rise of the Uncorporation in a forthcoming Michigan Law Review. Here’s the abstract of their article, The Uncorporation and the Unraveling of ‘Nexus of Contracts’ Theory: This is a review of The Rise of the Uncorporation, by Larry E...

Dodd-Frank and Criminal Consumer Protection Liability

Posted on December 12, 2010
Tiffany Joslyn provides a useful summary of the criminal provisions of the Dodd-Frank Act at the Federalist Society National Federal Initiatives Project. One of the things Joslyn points out is that the Act includes new criminal consumer protection liability: Section 1036 makes it a criminal offense for any covered person or service provider to offer [...

The brave new world of choice of law

Posted on December 11, 2010
Suppose you’re a gay couple and you want to have a baby. You could try adopting one and deal with the tangle of laws about gay adoption. Or you could just plant some sperm and eggs in one or more surrogates and design one or more kids that are biologically yours...

Judge Kozinski on over-criminalizing agency costs

Posted on December 10, 2010
In U.S. v. Goyal, the government contended that the defendant, former CFO of Network Associates, had violated GAAP by causing the company to recognize revenue from certain sales sooner than it should have, and of lying to the company’s auditor. The jury convicted defendant of securities fraud, false SEC filings, and making materially false statements [...

Decision Trees

Posted on November 26, 2010
Nobel Laureate economist Gary Becker’s decision tree (HT: Freakonomics, from the new illustrated SuperFreakonomics): Filed under: economics

The SEC’s crackdown on efficient markets

Posted on November 24, 2010
Holman Jenkins has some thoughts on what he calls the insanity of the rumored government initiative against insider trading: Society is served * * * when investors and management get the best possible feedback on what products and services and business models are most demanded by the public...

Congratulations to the GMU Law and Economic Center’s Samantha Zyontz: Samsung-Stanford Patent Prize Competition Winner

Posted on November 24, 2010
Congratulations to Samantha Zyontz, a Senior Research Associate at the Searle Civil Justice Institute here at George Mason. Samantha and two co-authors, Michael Mazzeo (Kellogg) and Jonathan Hillel (Northwestern), are one of several recipients of the Inaugural Samsung-Stanford Patent Prize for their paper Are Patent Infringement Awards Excessive?: The Data Behind the Patent Reform Debate...

More on EchoStar’s questionable litigation tactics

Posted on November 24, 2010
The day before yesterday I posted on the fascinating and important TiVo v. EchoStar case. Today I wanted to follow up with some, let?s say, color commentary on EchoStar?s litigation tactics. This isn?t dispositive, of course, but it does seem to add some insight into the notion that EchoStar is taking advantage of questionable litigation [...

Insider trading: Bainbridge responds

Posted on November 22, 2010
Yesterday in criticizing a federal crackdown on insider trading I noted that “[a]ll of this theater can?t hide the dubious public policy underlying these prosecutions. Insider trading is, at worst, a breach of fiduciary duty which, like other such breaches, can be dealt with under state law...

Free to Choose? A Symposium on Behavioral Law and Economics

Posted on November 22, 2010
Mark your calendars! Truth on the Market will be holding a two day symposium on behavioral law and economics and its implications on December 6th and 7th. We’ve got a great lineup of participants confirmed — and several invitations pending...

Investor-Protective Analysis or Illegal Insider Trading?

Posted on November 22, 2010
One problem with a group blog is that you don’t always know what your co-bloggers are writing while you’re drafting a post. I drafted the following post without realizing that Larry (and Steve Bainbridge) had already gone to town on the matter — in more detail than I, not surprisingly...

TiVo v. EchoStar: A study in abusing the courts instead of just repsecting the patent

Posted on November 22, 2010
On November 9, the en banc US Court of Appeals for the Federal Circuit heard oral arguments in an extremely important patent infringement case (mp3 of oral argument here). Hanging in the balance are the very incentives for technological innovation and the seeds of economic progress...

What’s An Internet Monopolist? A Reply to Professor Wu

Posted on November 22, 2010
[Cross posted at Technology Liberation Front] We’ve been reading with interest a bit of an blog squabble between Tim Wu and Adam Thierer ( see here and here) set off by Professor Wu’s WSJ column: “In the Grip of the New Monopolists.” Wu’s column makes some remarkable claims, and, like Adam, we find it extremely [...

The return of Rudy G

Posted on November 21, 2010
The WSJ has breathlessly reported: Federal authorities, capping a three-year investigation, are preparing insider-trading charges that could ensnare consultants, investment bankers, hedge-fund and mutual-fund traders, and analysts across the nation, according to people familiar with the matter...

The SEC slams venture capital

Posted on November 19, 2010
Dodd-Frank imposed registration requirements on advisors of hedge funds. The act exempted venture capital funds but left it to the SEC to define these funds. The SEC has now proposed a definition as part of new rules implementing Dodd-Frank’s hedge fund provisions...

Carl Shapiro on BCBS and the New Merger Guidelines

Posted on November 18, 2010
?Carl Shapiro’s (DOJ) speech at the ABA Fall Forum contains (at least) two interesting tidbits worth highlighting for TOTM readers. The first is a discussion of the DOJ’s case against Blue Cross Blue Shield, which as discussed here, turns on an economic analysis of the use of most-favored nations clauses in contractual arrangements with hospitals: [...

More backdating detritus

Posted on November 17, 2010
I’ve written (e.g.) about the misguided criminal prosecutions spawned by the backdating so-called scandal. WSJ’s Holman Jenkins, who has been on the story from the beginning, echoes these sentiments, emphasizing the real scandal of the prosecutorial misconduct spawned by backdating: it’s ...

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