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Last Entry: May 20, 2013 at 09:35:22

Delaware arbitration arguments

Posted on May 20, 2013
In case you missed it, you can listen to last week's arguments before a panel of the Third Circuit online. Here is the audio file. -bjmq Update ... starting to think that Federal judicial vacancies has risen to crisis levels...

Delaware arbitration update

Posted on May 17, 2013
As I noted yesterday, the Delaware Coalition for Open Government and the Chancery Court were before a panel of the Third Circuit arguing the merits of Delaware's arbitration procedure. Tom Hals of Reuters was there and he thinks the Chancery...

Delaware Arbitration in front of Third Circuit today

Posted on May 16, 2013
The question of the constitutionality of Delaware's Chancery arbitration program is before the Third Circuit today. I think my position on this program is pretty clear -- I'm for openness. See here for past posts on the topic. I've got...

Weil, Gotshal 2012 survey of sponsor-backed going private transactions

Posted on May 15, 2013
Weil, Gotshal & Manges recently published its sixth survey of sponsor-backed going private transactions, which analyzes and summarizes the material transaction terms of going private transactions involving a private equity sponsor in the United States, Europe, and Asia-Pacific...

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Gilson on unbiased takeover laws

Posted on May 13, 2013
Gilson, Enriques, and Pacces have a new paper in which they propose a neutral takeover regime for the EU. Rather than adopt a director centered approach (as in Delaware) or a shareholder centered approach (as in the UK), Gilson and...

Takeover defenses in IPO firms

Posted on May 07, 2013
Wilmer Hale has put out its annual M&A report. There are a couple of interesting data points worth looking at. In particular is the table below - Takeover Defenses in IPO Firms. Notice that the basic tendancy to go public...

Delaware's duty of disclosure

Posted on May 03, 2013
Vice Chancellor Laster issued an opinion for In re Wayport Shareholder Litig on Wednesday. This post-trial opinion deals with a number of interesting issue, but it does one thing that is really helpful for people like me who are always...

Buffet and D&O Insurance

Posted on May 02, 2013
...or the lack of it. In a live-chat with Warren Buffet at the University of Nebraska, Omaha, Buffet dropped this bit of golden Buffet wisdom. How to get directors to do a good job? Well...don't give them D&O insurance. They'll...

Ghosol and Sokol have recently

Posted on May 02, 2013
Ghosol and Sokol have recently posted a paper, Compliance, Detection and Mergers & Acquisitions. They argue that buyers and sellers use regulatory compliance as a signal for quality in the market for corporate control. Because regulatory compiance is costly, firms...

Pritzker nominated for Commerce

Posted on May 02, 2013
Penny Pritzker was just nominated to be Secretary of Commerce. I post this for the corporate geeks amongst my readers (Smith v van Gorkom; Pritzker family tree; 2006 Marmon Group breakup; ). The rest of you can move along. -bjmq

SRS 2013 claims study

Posted on April 30, 2013
Shareholder Representative Services has just released a new report, its 2013 M&A Post-Closing Claims Study. The report is based on a review of claim activity in 420 private company transactions over the past year. Two thirds of deals had post-closing...

Sauer Danfoss turns out to be an important case

Posted on April 30, 2013
Thinking about it now, it turns out that the 2011 settlement approval of In re Sauer Danfoss Shareholder Litig is an important case. Why? Did it set out any special new points in the law? No. But it did one...

Delaware courts and liability of independent directors of Chinese companies

Posted on April 29, 2013
I'll be the first the first to admit that the whole reverse merger situation with Chinese corporations really reveals the most cynical aspects of our capital markets. For those of you who haven't been paying attention to this issue, towards...

Call for Papers: First Annual Workshop for Corporate & Securities Litigation

Posted on April 26, 2013
Below is the Call for Papers for a new workshop dedicated to bringing together corporate law scholars who write on litigation issues. Call for Papers: The University of Illinois College of Law and the University of Richmond School of Law...

Signaling and risk allocation in merger agreements

Posted on April 24, 2013
Macia and Moeller of TCU have posted their paper, Signaling and Risk Allocation in Merger Agreements. They argue that targets use firm specific MAC carveouts to signal their unobservable quality. By declining to include firm specific MAC carveouts (e...

Shine settlement and News Corp Governance Changes

Posted on April 22, 2013
In 2011, we blogged about the derivative litigation in Delaware challenging News Corp's acquisition of Shine ("I just bought my daughter's company", and "More troubles for Murdoch") and now that case has been settled. It's not often these days that...

What a week

Posted on April 20, 2013
Gawd, what a week. Wait, the week isn't over. Today (Sat) is Friday for teaching purposes since yesterday was such a mess around here. Hopefully, things will settle down into something like a normal routine next week. -bjmq

M&A Jargon App

Posted on April 17, 2013
Latham has converted its jargon glossary to an iPhone/iPad app. There are actually multiple free apps - The Book of M&A Jargon, Global Merger Regimes (antitrust), The Book of Global Restructuring Jargon. Get 'em while they're hot! -bjmq

Additional Call for Papers - National Business Law Scholars

Posted on April 17, 2013
Call for Papers for National Business Law Scholars Conference: Deadline Extended to May 31 We have received an enthusiastic response to the Call for Papers for the National Business Law Scholars Conference, scheduled for June 12-13, at The Ohio State...

Call for Papers:

Posted on April 12, 2013
The AALS Section on Transactional Law and Skills is seeking paper proposals for its session at the 2014 Annual Meeting. The topic will be ?Value Creation in the 21st Century,? and will feature a mini-symposium on Prof. Ron Gilson?s foundational...

Forum selection bylaws in court today

Posted on April 10, 2013
The challenge to Chevron's forum selection bylaw is before Chancellor Strine today. Here's the complaint. I've blogged about these challenges before (here). Although, I have advocated for forum selection provisions in corporate charters, forum selection bylaws are easier to adopt...

Default fiduciary duties coming for Delaware LLCs

Posted on April 09, 2013
There has been a back and forth between the Chancery Court and the Delaware Supreme Court about whether there are default fiduciary duties for LLCs. The Chancery Court takes the position that there are default fiduciary duties, though you may...

More empty voting

Posted on April 09, 2013
A recent paper by Ringe, The Telus Saga, provides an additional example of empty-voting. Until now, we have contented ourselves with the Mylan/King transaction. Abstract: The recent conflict between Canadian telecommunications provider Telus and US-based hedge fund Mason Capital is...

SRZ 2012 PE Buyer/Public Target Deal Study

Posted on April 09, 2013
Schulte Roth & Zabel has released this client alert containing the highlights from its most recent study on private equity buyer acquisitions of U.S. public companies with enterprise values in the $100-$500 million range ("middle market" deals) and greater than...

Chinese merger review simplified

Posted on April 08, 2013
According to Davis Polk, MOFCOM in China is looking to simplify pre-merger review for a large class of relatively "simple" (read small) transactions. The draft regulation ? which is not dissimilar to draft proposals recently announced by the European Commission...

Conventional wisdom takes a wrong turn

Posted on April 02, 2013
So it started yesterday with a piece in AllThingsD and then it appeared again this morning in an Andrew Ross Sorkin piece in The Dealbook. I know it can be a cynical business, but perhaps we are letting our cynicism...

Coupon Settlements and Merger Litigation in Texas

Posted on April 01, 2013
Nate Raymond guest writing on Alison Frankel's On The Case blog points out that a second Texas appellate court has ruled out attorney fees in disclosure only cases. In August last year, a Texas appellate court in Rocker v Centex...

Dell paying Blackstone's bills

Posted on March 28, 2013
Acording to Dan Primack at Fortune, Dell's independent directors agreed to reimburse Blackstone the cost of its bid as part of the go-shop process. This is a real positive, and I am surprised that more sellers with go-shop provisions don't...

Summly? Wastely?

Posted on March 27, 2013
What's up with the Summly acqui-hire over at Yahoo!? (from BizInsider): Summly never had many users or any revenues. Yahoo is shutting the app down. Yahoo is saying the point of the deal is to have Summly's CEO help lead...

Take it outside boys

Posted on March 22, 2013
Sounds like the judicial fireworks are flying in Tulane (note to self: go next year). At a panel discussion Chief Justice Myron Steele apparently continued his crusade to get the Chancery Court to shut up (via WSJ Deal Journal: ?Every...

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