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Last Entry: March 31, 2011 at 05:52:00

Insider trading at the top of Berkshire Hathaway?

Posted on March 31, 2011
If what people are saying is true ... well ... wow. Here's Berkshire Hathaway's press release and excerpts: Finally, Dave brought the idea for purchasing Lubrizol to me on eitherJanuary 14 or 15. Initially, I was unimpressed, but after his...

The "bid" for AMR

Posted on March 30, 2011
It's getting that any snake with a Twitter account can launch a bid on a multi-billion dollar company! There's been a swirl of news about a "bid" for AMR. I think the fact that AMR is even talking about this...

"Getting an edge"

Posted on March 30, 2011
I've stayed away from the Galleon trial for the most part. Not because it's not interesting, in fact it's way too interesting. It would suck up all my free time if I were to try to follow it too closely....

Sanofi/Genzyme CVRs

Posted on March 30, 2011
... to start trading on April 4? So says Reuters: The French drugmaker said on Tuesday that the U.S. Securities and Exchange Commission (SEC) had cleared the trading of contingent value rights (CVR) under the ticker GCVRZ.O. -bjmq

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AT&T and T-Mobile and state clearances

Posted on March 29, 2011
The WSJ Deal Journal is reporting that the NY Attorney General has jumped into the merger clearance business: Attorney General Eric Schneiderman, who took office at the beginning of the year, announced today his office will ?undertake a thorough review?...

When Revlon duties apply

Posted on March 29, 2011
Whenever I teach Revlon, I'll admit there is a tension. On the one hand, it's very tempting to simply say that when we're in Revlon-land, boards are required to turn into "auctioneers" and take the highest price they can get....

Clearwire jilted by their bankers

Posted on March 28, 2011
Preeta Das and Gina Chon have a story in this morning's WSJ highlighting the trouble Clearwire had with its bankers, Goldman Sachs. Clearwire hired Goldman last summer to help the company's independent directors explore ways to raise more capital and...

Wise words from Omaha

Posted on March 28, 2011
All my students should make a habit of reading Warren Buffet's annual letters to his stockholders. Not only do they provide some interesting insight into awildly successful long-term investor's thinking, they also offer some wisdom and perspective that can sometimes...

Laster is pushing buttons

Posted on March 26, 2011
David Marcus over at The Deal has a really good piece on how Vice Chancellor Travis Laster is pushing everyone's buttons these days -- in a good way! His ruling in Del Monte got a lot of attention, but what...

BKS sale?

Posted on March 24, 2011
Bloomberg is reporting no sale for Barnes & Noble. Riggio, the largest shareholder, and the rest of the board began examining a possible sale under pressure from Ron Burkle, who began building a stake in the company in late 2008....

Justice Holland gets a third term

Posted on March 24, 2011
Justice Randy Holland has been confirmed for a third term. With that he becomes the first Justice on the Delaware Supreme Court to be appoint three times (from the AP): The state Senate has confirmed Delaware Supreme Court Justice Randy...

Things t-Mobile wishes it didn't say...

Posted on March 22, 2011
"Sometimes you just gotta pay more, to be slower ... makes sense if you don't think about it ..."

FT: Takeover Panel set to ban break fees

Posted on March 22, 2011
The Takeover Panel in the UK is moving forward with reforms adopted in the wake of Kraft's acquisition of Cadbury. One of the reforms is a near ban on termination fees. Among the biggest changes will be a tightened ?put...

AT&T and T-Mobile

Posted on March 20, 2011
AT&T announces that is acquiring T-Mobile for $39 billion. My first thought is that this will take a long time to clear the HSR process. I haven't given this much thought, yet, but if this transaction doesn't at least go...

I just bought my daughter's company...

Posted on March 17, 2011
...and what are you going to do about it? Well, sue you ... of course! Reuters and Bloomberg are reporting that shareholders have filed a suit challenging News Corp's recent acquisition for $675 million of Shine, a company owned by...

Irish Merger Control

Posted on March 17, 2011
In keeping with the spirit of the day, why don't you go learn something about merger pre-approvals in Ireland? An bhfuil t� ar meisce f�s? -bjmq

"Quite contemptuous"

Posted on March 16, 2011
Just so that you don't think this has faded into the distance...Kraft is once again in front of a Parliamentary committee explaining its actions prior to its acquisition Cadbury last year. Kraft's CEO, Irene Rosenfeld, decided not to appear. That...

Corporate Jets and LBOs

Posted on March 16, 2011
I love these kinds of papers...Here's Edgerton's Agency Problems in Public Firms: Evidence from Corporate Jets in Leveraged Buyouts: Abstract: This paper uses rich, new data to examine the fleets of corporate jets operated by both publicly traded and privately...

Call options ... again

Posted on March 15, 2011
Buffet has jumped back into the M&A game, and it looks like the inside traders are right behind him. You'd think that the SEC wasn't in the middle of a massive campaign against insider trading complete with criminal prosecutions. Why?...

Coffee talks

Posted on March 15, 2011
I suppose the potential hostile offer by NASDAQ for the NYSE might raise antitrust issues, but the real worry should be the potentially anticompetitive effects of the rumored Starbucks-Peets tie-up. That might be a real headache - literally. -bjmq

Japan

Posted on March 12, 2011
Our sympathies go out to our many readers in Japan. If you can help, please do - American Red Cross Japan Fund. -bjmq

Book talk on D&O insurance and shareholder litigation

Posted on March 11, 2011
At Fordham Law in NYC there's an interesting book talk on March 30 (5-6:30p). Profs. Sean Griffith (Fordham) and Tom Baker (UPenn) have a new book - Ensuring Corporate Misconduct: How Liability Insurance Undermines Shareholder Litigation. Get more info on...

Merger Pre-approvals in India

Posted on March 11, 2011
The Indian Competition Commission has recently published draft rules on the pre-approval of mergers in India. The draft rules are intended to go into effect this summer (June/July 2011). After they go into effect, India will join the growing list...

AIG adopts an NOL pill

Posted on March 10, 2011
AIG annoucend yesterday that it had adopted what it calls a "Tax Asset Protection Plan". To the rest of us, that's an NOL pill. The Delaware Supreme Court ruled in the Versata v Selectica case last fall that boards can...

Hostile acquisitions in developing countries

Posted on March 09, 2011
John Armour, Justice Jack Jacobs and Curtis Milphaupt have recently published a comparative article on hostile takeover regimes in developing economies. The piece, The Evolution of Hostile Takeover Regimes in Developed and Emerging Markets: An Analytical Framework, is now appearing...

Rajaratnam's judge

Posted on March 08, 2011
According to Bloomberg, Raj Rajaratnam just pulled Judge Richard Howell for his insider trading case. You'll remember that Judge Howell came down hard on Eugene Plotkin, a former Goldman Sachs banker whose international insider trading scam should be taught to...

Top-up option guidance

Posted on March 08, 2011
I've written about top-up options before. Now, if you're considering including a top-up option in your next deal, remember to read Olson v Ev3 before you get started. It provides a very good review of the issues related to the...

Revisiting BKS

Posted on March 07, 2011
It's perenial risk. Managers fight off an unwanted suitor with promises that the future will be brighter if the company remains independent and in management's hands. And, then what? A year later, shareholders have yet to see any improvement. Below...

Still more bad lawyers

Posted on March 07, 2011
If you're on the deal team and you trade in the target's stock ... well ... it goes without saying that you're a bad lawyer. The latest to learn this lesson? Todd Leslie Treadway, a former employee benefits and executive...

NYSE lawsuits

Posted on March 05, 2011
Over at WSJ's Law Blog last wek they expressed some good natured surprise at the fact that a lawsuit has been filed in an attempt to block the NYSE - DB merger. They post a link to the complaint filed...

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