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Corporate & Securities Law

Business Law Prof Blog

Business law resources, information, and news for the academic community

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Last Entry: January 14, 2012 at 07:55:29

About Business Law Prof Blog

Posted on January 14, 2012
If you are interested in serving as an editor of Business Law Prof Blog for the Law Professor Blogs Network, please contact Paul Caron and Joe Hodnicki by email.

Posted on January 08, 2012
Starting tomorrow, Steve Bradford, Eric Chaffee, Josh Fershee, Anne Tucker, and I will no longer be blogging here at the BLPB. It's been a great ride, and I think I speak for all of us when I say "Thank you!"...

Slightly Delayed "Live-Blogging" From the AALS

Posted on January 07, 2012
Over at the Glom, Gordon Smith recounts some of the discussion from the recent Business Associations Section meeting at the AALS Annual Meeting this past Thursday. Like Gordon, I was particularly struck by the remarks of Delaware Chancery Court Vice....

Strict Criminal Liability, Regulation, and Ben Franklin

Posted on January 06, 2012
Long ago, Ben Franklin warned, "Laws too gentle are seldom obeyed; too severe, seldom executed." Unfortunately, following massive environmental disasters (and financial disasters) legislators and regulators tend to respond to public outcry by seeking better ways to "put the bums...

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Lowell Milken Institute Law Teaching Fellowship

Posted on January 05, 2012
The Lowell Milken Institute for Business Law and Policy at UCLA School of Law is accepting applications for the Lowell Milken Institute Law Teaching Fellowship. The Institute describes the fellowship as follows: This fellowship is a full-time, year-round, one or...

Texas Tech University School of Law Seeking Business Law Visitor (2012-13)

Posted on January 04, 2012
As a courtesy to our friends at Texas Tech -- please find the following announcement. They say that "business/securities/corporate courses" are their priority: Texas Tech University School of Law is seeking applications for one- and two-semester (full time) visitors during...

A Year in Review: Top Delaware Cases from 2011

Posted on January 04, 2012
The Delaware Corporate and Commercial Litigation Blog has posted Noteworthy 2011 Corporate and Commercial Decisions from Delaware?s Supreme Court and Court of Chancery. As always, they provide useful and insightful information about Delaware cases, and the post and the blog...

The First Amendment Versus Corporate Law

Posted on January 04, 2012
The headline reads: Montana High Court Says 'Citizens United' Does Not Apply In Big Sky State. I have not had a chance to read the entire 80-page decision, but I did want to share some thoughts that struck me when...

A Ribstein Legacy: Politics, Scholarship, and the Value of Discourse

Posted on January 03, 2012
Last month, there was something of a squabble with Professors Ribstein, Romano, and Bainbridge on one side and Professor Coffee on the other. The squabble highlighted some differences in views among some of the truly elite business law scholars --...

Happy New Year!

Posted on January 01, 2012
If you want to spend a little time looking back at 2011, you might try going over to The Race to the Bottom and checking out Jay Brown's overview of Delaware's worst shareholder decisions for 2011. SJP

Litigation Pointer: Don't Mess With the Judge's Holiday

Posted on December 31, 2011
The Financial Times headline reads: Rakoff accuses SEC of misleading federal court. Stephen Bainbridge provides relevant commentary here and here. I thought I'd provide a taste of Judge Rakoff's order (emphasis added; hat tip: WSJ Blog): On December 16, 2011,...

The "Shell Company" Controversy: Energy Version

Posted on December 31, 2011
Earlier this week, I was quoted in a Reuters story about a large energy company's use of smaller a "shell company" in making leases for a potential shale play in Northern Michigan. (MSNBC picked it up here, with the title:...

15% Contingency Fee Award Spurs Discussion

Posted on December 29, 2011
The Wall Street Journal Law Blog discusses the $300 million plaintiffs? attorneys? fees awarded by a Delaware court in the Southern Peru Copper Corporation Shareholder Derivative Litigation here. (Our own Josh Fershee previously commented on the merits of this case...

"Shareholder Primacy" in Delaware Still Only Matters When Buyers Benefit

Posted on December 28, 2011
Steven Davidoff notes, For Wall Street Deal Makers, Sometimes It Pays to Be Bad. He focuses on J.Crew?s $3 billion buyout management buyout and Del Monte Foods? $5.3 billion acquisition by KKR, Vestar Capital Partners and Centerview Capital. Davidoff notes...

The Ribstein Model

Posted on December 26, 2011
The passing of Larry Ribstein caught everyone off guard, and I'm not sure I have much to add. Nonetheless, the sense of loss I feel in his learning of his passing compels me to write something. So here it is:...

The Inspiring Kindness of Larry Ribstein

Posted on December 25, 2011
If you haven't heard, Larry Ribstein passed away unexpectedly yesterday. The outpouring of condolences reflects his immense stature in the academy. As a relatively young scholar with overlapping interests, my own interactions with him were limited but nonetheless significant to...

Davidoff on "how globalization increasingly allows companies to avoid United States taxes and regulation."

Posted on December 24, 2011
Over at DealBook, Steven Davidoff has posted "The Benefits of Incorporating Abroad in an Age of Globalization." Davidoff uses Michael Kors Holdings as a case study demonstrating how companies are incentized to incorporate abroad in order to take advantage of...

Sticks and stones may break my bones ....

Posted on December 22, 2011
In case you've missed the name-calling drama playing out in the legal scholar blogosphere, here's a recap: 1. Stephen Bainbridge takes issue with John Coffee calling him (and Larry Ribstein & Roberta Romano) names (here). 2. My first reaction to...

Good Business: An "Unless" Clause Means What It Says

Posted on December 21, 2011
The North Dakota Supreme Court recently determined in Beaudoin v. JB Mineral Services, LLC, that an "unless" clause in an oil & gas lease means what it says. That is, unless the lessee makes the a specified payment by a...

Assessment, Teaching, and Memory: More to Think About

Posted on December 19, 2011
James M. Lang's article, Teaching and Human Memory, Part 2, is now available at the Chronicle of Higher Education website. I wrote about Part 1 on November 28, 2011 (here), focusing on the article's point that information about how best...

What constitutes and adequate law school ROI?

Posted on December 18, 2011
University of Louisville Law School Dean Jim Chen argues that law school graduates typically need to generate an annual income equal to three times their annual law school tuition in order for their investment in law school to leave them...

More Citigroup Settlement Musings

Posted on December 17, 2011
I'm continuing my email interview with a journalist regarding Judge Rakoff's Citigroup settlement decision (see my prior post on this here), and among other things I was asked whether I was surprised by the SEC's decision to appeal the ruling....

Where?s the Data?: The Speculative Debate over High-Frequency Trading Regulation

Posted on December 17, 2011
Over the last few years, the SEC and the EU have toyed with the idea of regulating flash trading. They?ve floated a few tentative thoughts and proposals for public digestion, see, e.g., http://www.sec.gov/rules/proposed/2009/34-60684.pdf, but because of vigorous debate over the...

Former Fannie Mae and Freddie Mac Executives Indicted for Securities Fraud

Posted on December 16, 2011
The SEC has indicted former Fannie Mae and Freddie Mac Excutives for Securities Fraud based on the subprime loan debacle. This case will be one to watch in 2012. The complaint is here. -- Eric C. Chaffee

A Note to the SEC: Don't Just Take Some Case and Hope

Posted on December 16, 2011
On Dec. 14, 2011, a reporter for ProPublica, Jesse Eisenger, wrote the following article for New York Times Dealbook: In Hunt for Securities Fraud, a Timid S.E.C. Misses the Big Game. In it, he argues: Does the Securities and Exchange...

Buell on the Potentially Perverse Effects of Corporate Civil Liability

Posted on December 15, 2011
Samuel W. Buell has posted "Potentially Perverse Effects of Corporate Civil Liability" on SSRN. Here is the abstract: Inadequate civil regulatory liability can be an incentive for public enforcers to pursue criminal cases against firms. This incentive is undesirable in...

Quick Review of Rudolph H. Weingartner's Fitting Form to Function

Posted on December 14, 2011
As a new Associate Dean for Academic Affairs & Research, I've taken on a number of administative functions this year. I'm still not at all clear that the administrative life is the one for me, especially at this point in...

One More Thought -- Does Anyone Own the Packers?

Posted on December 13, 2011
Professor Bainbridge reasonably asked what I actually thought about whether the Green Bay Packers stock is a security. I said it's not under federal securities law, but that I think it should be. Then I had one other thought --...

Observations from Recent 14a-8 No-Action Letters

Posted on December 12, 2011
In keeping with my earlier post on shareholder activism, I became curious about the sorts of 14a-8 proposals that companies have been receiving lately. Conveniently, the SEC keeps a chronological list of all of the no-action letters it issues in...

A Reason People Hate Corporate Lawyers or Why the Packers Should Be an LLC

Posted on December 12, 2011
On Friday, I asked whether the sale of Green Bay Packers stock should be considered a security. A few people asked whether I really think the Packers stock could be a security. The answer, under Wisconsin law, is almost certainly...

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