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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

Proxy Defenses Already Causing a Fracas, & PA Defense #3

Posted on July 27, 2010
My last two posts described two of the roughly 16 defenses I am developing for Boards of Directors to use in the wake of the shareholder proxy access regime included in the Dodd-Frank Bill. The defenses are featured in the paper I plan to submit to law review editors next week, Delaware’s Future: Reviewing Company [...

Don Draper as rainmaker and filmmaker

Posted on July 27, 2010
As I discussed a few days ago, Mad Men is back. I saw two of my themes intersecting here ? law firms, and filmmakers’ portrayal of business. Sunday’s first episode had protagonist Don Draper suffering the burdens of being the key guy in his office ? what a law firm would call a rainmaker...

Lessons from Cambodia

Posted on July 27, 2010
This is a little off-topic, but it’s something I gotta say. Last month I visited Tuol Sleng Genocide Museum in Phnom Penh and came away deeply impressed with the importance of confronting the consequences of abandoning civilians to ruthless and lawless regimes...

The shareholder wealth maximization myth

Posted on July 27, 2010
In a recent speech at the Netroots Nation, Senator Al Franken tried to frighten the crowd by trotting out the corporate bogeyman that greedily makes decisions without regard to anything other than profit. Franken told them: ?it is literally malfeasance for a corporation not to do everything it legally can to maximize its profits...

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Obama, Antitrust, and the Great Recession

Posted on July 26, 2010
On the campaign trail, Barack Obama made an issue of the ostensibly lax state of antitrust enforcement during the Bush administration. Christine Varney’s first public act as head of the Antitrust Division was to withdraw the Bush Antitrust Division’s unilateral monopolization report and announce that trustbusting against dominant firms was back on the agenda...

TOTM Welcomes Dan Crane

Posted on July 26, 2010
TOTM is pleased to announce Professor Daniel Crane (Michigan Law) as — for now we hope — a guest blogger. Dan is a prolific scholar in antitrust and intellectual property. Dan’s recent work has focused on antitrust and economic regulation, particularly the institutional structure of antitrust enforcement, predatory pricing, bundling, and the antitrust implications of [...

More on Elizabeth Warren, Theory and Interpreting Data

Posted on July 24, 2010
With all the talk about the CFPB, Elizabeth Warren has been in the news lately. The blogs too. Most of the discussion has been about whether or not Timothy Geithner is a friend or foe to the Democrats’ preferred option of getting Warren nominated as the first chief of the CFPB...

Mad Men returns

Posted on July 23, 2010
I’ve described Mad Men as a wonderful illustration of my theory about how business is portrayed in film (here it’s television, but much of the theory still holds): [A]rtists are inclined to view business as not just different from but antithetical to what they do...

Copyright Trolls

Posted on July 23, 2010
A new business model for newspapers? From Wired (HT: Kevin Ohlhausen): Steve Gibson has a plan to save the media world?s financial crisis ? and it?s not the iPad. Borrowing a page from patent trolls, the CEO of fledgling Las Vegas-based Righthaven has begun buying out the copyrights to newspaper content for the sole purpose [...

A Book That “Underpromsises and Overdelivers”

Posted on July 23, 2010
So says Professor Zagros Madjd-Sadjadi (Winston-Salem State University) about the volume on Pioneers of Law and Economics (which I edited along with my colleague Lloyd Cohen, and to which I contributed a chapter on the contributions of Ben Klein to law and economics)...

The Dell rule

Posted on July 23, 2010
More than three years ago I provided this “corporate crime primer”: The Apple Rule provides for an exception from corporate criminal liability when a popular business executive is accused of, or presides over a company that is accused of, misconduct...

Elizabeth Warren on fact, law and theory

Posted on July 23, 2010
Since Professor Warren is much in the news lately, I thought it was time to reprise my post on her from almost four years ago. Also read the comments. Enjoy. Filed under: Jurisdictional competition, law and economics, regulation

The pressures on prosecutors

Posted on July 22, 2010
Tomorrow’ WSJ has an interesting story that sheds light both on why we haven’t seen prosecutions from the recent financial crisis, and why we saw so many before that. The story discusses the decision not to prosecute AIG’s Joe Cassano ? the “man who crashed the world...

What’s the Optimal Level of Sports Rivalry?

Posted on July 21, 2010
Michael Jordan says he would have never called Larry Bird or Magic Johnson to join forces because “honestly, I was trying to beat those guys.” Jordan catches himself, notes its a different era now, and concludes about the LeBron-Wade-Bosh cooperation that he “can’t say that’s a bad thing...

Intel Settlement Watch

Posted on July 21, 2010
The settlement deadline has been extended from this Friday until August 6th. Filed under: antitrust, federal trade commission

Battling the mistrust-makers

Posted on July 21, 2010
My contribution to Forbes.com’s special feature on The Trust Gap. I discuss the mistrust industry, particularly including journalists and politicians, and its contribution to the weakening of capitalism. Filed under: Forbes

Ben Stein Offers Up Some Economic Advice for the Unemployed

Posted on July 20, 2010
Ben (“as the economist I am”) Stein has some thoughts on this great recession and the lessons that one must learn from it. He cannot help but share them with you. With his so-called “economist” hat on, Mr. Stein reveals tells us something about the casualties of the economic crisis: Lazy people...

Brussels LLM in Competition Law and Economics

Posted on July 20, 2010
Nicolas Petit, who blogs at Chillin’ Competition and teaches at the University of Liege, has started an ambitious, new LLM in competition law and economics at something called the Brussels School of Competition. It strikes me as interesting and helpful for being an academic law and economics program focused very clearly on practitioners and practical [...

Dodd-Frank and unemployment

Posted on July 20, 2010
Perhaps we should thank Dodd-Frank for one thing ? its contribution to the sticky unemployment problem. Mary Schapiro says the SEC will need to add 800 people to implement financial reform, which she says promises to be “logistically challenging and extremely labor intensive...

More on Dodd-Frank

Posted on July 20, 2010
Continuing on the Conglomerate Dodd-Frank forum, I have posts on the federalization of insurance regulation and on the provocative question of whether there is anything in D-F worth keeping. Filed under: financial regulation

Some Links

Posted on July 20, 2010
Peter Leeson on gypsies Is Elizabeth Warren confirmable? (WSJ) FT reports the FTC and Intel have reached a settlement The Israeli Antitrust Authority may expand its powers pursuant to deconcentration legislation (Haaretz) M. Night Shymalan’s career trajectory (MR) Ted Frank, invisible vampires and Toyota (Overlawyered) Filed under: antitrust, blogging, business, consumer protection, economics

Bad and good news for law students

Posted on July 20, 2010
Most of what we hear about the lawyer market tracks current employment figures at law firms. Everybody knows they’re down. Today’s WSJ discusses laid-off lawyers who have found it so bad they’re leaving law altogether and going into things like comedy...

When political preferences masquerade as political necessity

Posted on July 20, 2010
Josh has recently discussed his thoughts about the intellectual trajectory of the newly-minted CFPB and how that intellectual trajectory might influence the selection of the Bureau’s first director–presumed to be either Michale Barr or Elizabeth Warren...

Conglomerate forum on Dodd-Frank

Posted on July 19, 2010
It’s up. Here’s my first post (hint, it’s not favorable). Filed under: financial regulation

Congress enables a start-up

Posted on July 19, 2010
The WSJ reports on the sad state of venture capital: [F]und raising has now come to a near halt. Thomson Reuters estimates U.S. venture-capital funds raised just $1.9 billion in the second quarter. By comparison, in the same period of 2000, the peak year, funds raised $33 billion...

The SEC?s strike suit

Posted on July 18, 2010
The SEC is heralding the $550 million settlement in its suit against Goldman as “the largest penalty ever assessed against a financial services firm in the history of the SEC,” and “a stark lesson to Wall Street firms that no product is too complex, and no investor too sophisticated, to avoid a heavy price if [...

Proxy Access Defense #2

Posted on July 18, 2010
I’ve been working over the summer writing my August submission. Law Review Editors take note, you will be receiving my submission of “Delaware’s Future: Reviewing Company Defenses to Shareholder Proxy Access” within the next few weeks...

Commissioner Rosch’s really weak case for “behavioral antitrust”

Posted on July 16, 2010
Josh?s ongoing series on ?Nudging Antitrust? and FTC Commissioner Rosch?s recent thoughts on behavioral economics has been excellent and I look forward to the next installment. Rosch?s speech, not surprisingly, also elicited a strong response from me...

A “Plain Vanilla” Proposal for Behavioral Law and Economics

Posted on July 16, 2010
I’ve been, for some time, a behavioral law and economics skeptic. Sometimes this position is confused with skepticism about behavioral economics, as in — believing that behavioral economics itself offers nothing useful to economic science or is illegitimate in some way...

Fin Reg and Too Big to Fail: A New Kind of Antitrust?

Posted on July 15, 2010
Simon Johnson argues that the conventional antitrust tools of Sherman Act are outdated and ill-equipped to deal with the power of big banks: Why are these antitrust tools not used against today?s megabanks, which have become so powerful that they can sway legislation and regulation massively in their favor, while also receiving generous taxpayer-financed bailouts [...

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