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Corporate & Securities Law

Business Law Prof Blog

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

Post Frequency: 11.8/day

Last Entry: April 01, 2011 at 11:04:42

More on David Sokol and Insider Trading: Now a Harder Case

Posted on April 01, 2011
Yesterday, I indicated that, based solely on the facts in the Berkshire Hathaway press release, it was unlikely that David Sokol violated Rule 10b-5. (See that post for the full chronology.) My argument was that, based solely on those facts,...

Insider Trading Liability for Sokol? Not Likely

Posted on March 31, 2011
Sorry for the number of posts today, but there's a news item I couldn't resist. David Sokol, the chairman of several subsidiaries of Berkshire Hathaway, resigned on March 28. Sokol was one of the potential successors to Warren Buffett, Berkshire...

Inside (The Academy) Job

Posted on March 31, 2011
I realize I'm late to the party here, but I just watched "Inside Job." The thing that was most striking to me was the indictment of academics. Frank Pasquale: [T]he film ? portrays an academic environment festering with direct and...

Income Volatility, Taxes, and State Budget Shortfalls

Posted on March 31, 2011
This article in the Wall Street Journal hasn?t received as much attention as it should have. I haven?t double-checked the Wall Street Journal?s statistics but, if correct, the story helps to explain the severity of some states' recent budget shortfalls...

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What would you substitute for the New York Times?

Posted on March 31, 2011
As most of you have heard, the New York Times has begun charging for unlimited access to their online site. You can view up to 20 stories a month for free, but after that (with some exceptions), you're going to...

Different Fiduciary Obligations for LLC Managers and Corporate Directors

Posted on March 30, 2011
Lewis Lazarus recently posted Directors Designated By Investors Owe Fiduciary Duties to the Company as a Whole and Not to the Designating Investor at the Delaware Business Litigation Report. In his article, he explained [The Delaware] cases teach that directors...

Dallas on the Great Recession

Posted on March 29, 2011
Lynne Dallas has posted Short-Termism, the Financial Crisis and Corporate Governance on SSRN with the following abstract: This paper is a comprehensive exploration of why financial and non-financial firms engage in short-termism with particular attention given to the financial crisis...

Let the Regulators Work It Out: AT&T's New Deal Policy?

Posted on March 28, 2011
Following the announcement of the AT&T merger with T-Mobile, theories abound about the potential value and goals of the proposal. Over at the Wall Street Journal Deal Journal, it was noted that some believe AT&T may not care if it...

Let the Regulators Work It Out: AT&T's New Deal Policy?

Buy this book!

Posted on March 28, 2011
A few weeks ago, I noted a new book: Typography for Lawyers, by Matthew Butterick. I have now had an opportunity to read it and I urge everyone who cares about their written (or published) work to run out and...

Agreeing With Bainbridge ... Almost

Posted on March 27, 2011
Readers of this blog know that I'm a big fan of Stephen Bainbridge. And this is despite the fact that we probably disagree on 70% of the issues on which our respective blogs overlap. So, it's nice when I can...

AT&T Deal Highlights

Posted on March 26, 2011
Steven M. Davidoff, at the New York Times Dealbook, has a great outline of the AT&T - T-Mobile Deal. It's really worth a read (here). He explains how different the deal is for a private sale. And, if you are...

Would Howry Have Survived If It Was a Partnership?

Posted on March 26, 2011
Over at The Washington Post, Steven Pearlstein is suspicious: For me, it is of symbolic and substantive importance that law firms are no longer partnerships in the strict legal sense. Most, like Howrey, had transformed themselves into ?limited liability corporations?...

Deposition Headaches

Posted on March 25, 2011
Excuse me for linking to something that's a week old, but I have been out of town and this one is too good not to point out. Pages and pages of deposition transcript regarding what a photocopying machine is. (Not...

J. Robert Brown on "The Politicization of Corporate Governance"

Posted on March 24, 2011
Jay Brown has posted "Essay: The Politicization of Corporate Governance: Bureaucratic Discretion, the SEC, and Shareholder Ratification of Auditors" on SSRN. Here is the abstract: The role of the Securities and Exchange Commission in the corporate governance process has shifted...

Similarities Between Materiality and Pornography

Posted on March 23, 2011
The United State Supreme Court yesterday ruled in Matrixx Initiatives, Inc. v. Siracusano (No. 09-1156) (Mar. 22, 2011) (pdf) that the test for materiality from Basic Inc. v. Levinson, 485 U. S. 224 (1988) lives on. The Court declined to...

Utah entrepreneurialism

Posted on March 21, 2011
I have been spending a few days in Salt Lake City, visiting one of the best granddaughters anyone could ever have, and I have been struck by how much more vibrant and entrepreneurial the business environment is here than in...

The Perils of Insider Trading: Are Executives Unclear on the Risks?

Posted on March 21, 2011
Regardless of one's views on insider trading laws, the potential consequences remain very real. Some executives at Steel Technologies, Inc. (STTX) are finding that out, as the SEC recently filed charges against four executives and their tippees. (Press release here,...

Bipartisan Bill to Regulate Online Poker Introduced in House

Posted on March 20, 2011
"Given that millions of Americans currently play online poker, states across the country are recognizing the value in licensing and regulating the game and many are introducing their own laws ... while collecting millions in tax revenue," said Poker Player...

Popular Sovereignty and the Unnatural Separation of Liability and Control

Posted on March 19, 2011
My colleague Wil Huhn has a post up over at the Akron Law Cafe summarizing one of his recent articles wherein he proposes "seven fundamental principles of Constitutional Law [that] are derived from the notion of 'popular sovereignty.'" The post...

Safety Not Nuclear Power's Only Hurdle

Posted on March 18, 2011
As the nuclear reactor in Japan continues to be unstable and unsafe, new nuclear power's future in the United States is becoming even more complicated. Financing was always a concern, even with significant government support, and finding money will be...

Applications Down: Law Students Do Understand Economics

Posted on March 18, 2011
Law students may not know economics, but they certainly act economically. The Wall Street Journal reports that law school applications are down 11.5% from last year. This should come as a surprise to no one, given the weak job market...

We're No. 1 (or about to be, anyway)

Posted on March 17, 2011
The Carpe Diem blog reports that the United States is about to be No. 1 in corporate tax rates among the OECD (Organization for Economic Cooperation and Development) countries. Unfortunately for corporations, that No. 1 ranking is from the highest...

Three Quote Thursday

Posted on March 17, 2011
Michael Moore: Contrary to what those in power would like you to believe, so that you?ll give up your pension, cut your wages, and settle for the life your great-grandparents had, America is not broke. Not by a long shot....

Everyone Loves Apps

Posted on March 16, 2011
At least, that's what Bloomberg says -- even Wall Street loves them. This from an article yesterday: ?The industry right now is app-crazy,? says James McGovern, vice-president for consulting services at Corporate Insight, which monitors how banks communicate with customers...

Anyone Can Teach Business Associations

Posted on March 14, 2011
Anyone can teach business associations. That?s the message I have heard from several faculty members, including members of our appointments committee, over the years. In a literal sense, I suppose the statement?s true. It wouldn?t be good for the students...

Don't Forget About China (and Their Energy Needs)

Posted on March 14, 2011
China is in full-scale dealmaking in the energy sector around the world, among other things, buying a 50% stake in a Canadian gas project. China is a huge consumer (and polluter), and with its huge growing population, that will continue,...

Effross on Assets, Activities, and Approaches for Students of Business Law

Posted on March 13, 2011
Professor Walter Effross from American University Washington College of Law has posted 101 Assets, Activities, and Approaches for Students in Business Associations/Corporations Courses. He explains that the document contains "suggested methods and considerations that students in Business Associations/Corporations courses or...