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

Financial Structure of LBOs

Posted on June 21, 2010
Axelson et al have a recent paper, Borrow Cheap, Buy High? The Determinants of Leverage and Pricing in Buyouts, that provides cross-sectional review of LBO structures. The paper reinforces the notion that cheap and readily available credit is the mother's...

AOL Drops Bebo from its Friends List

Posted on June 18, 2010
Yesterday, AOL filed an 8-K with the following disclosure regarding Bebo, their Facebook-like social networking product: As previously announced, AOL Inc. (the ?Company?) has been exploring strategic alternatives for its Bebo, Inc. (?Bebo?) subsidiary including a sale or possible shutdown...

Bankers' Comp and Risk

Posted on June 17, 2010
Gillian Tett at the FT.com points to some early stage research by Hamid Mehran at the NY Fed that challenges whether it makes sense to compensate managers of banks/financial institutions with equity incentives. The problem stems from the typical capital...

Japanese Mandatory Tender Offer Rules

Posted on June 17, 2010
Orrick has a two-part client memo on the mandatory tender offer rules in Japan (Part 1 and Part 2). -bjmq

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Bainbridge on State Takeover Laws

Posted on June 16, 2010
You'll remember that state anti-takeover laws received a little bit of attention after Guhan Subramanian et al posted their paper, Is Delaware's Anti-takeover Statute Unconstitutional: Evidence from 1998-2008, asking the same question in the Spring. They suggested that it might...

Selling the Company to Save It

Posted on June 16, 2010
The typical argument that one hears from managers seeking to beat back a hostile acquirer is that corporate culture is important to generating shareholder value and only by remaining independent can managers assure preservation of that culture. The experience of...

The Coming Merger Wave?

Posted on June 15, 2010
A couple of people have (independently) asked me recently whether or not I thought the recent build-up in cash on corporate balance sheets suggested that a new merger wave is around the corner? Sadly, I think not. We've had a...

Kroenke Plans for the Nuggets Emerge

Posted on June 13, 2010
So it looks like the Rams ownership situation is moving along. When last we checked, Stan Kroenke was trying to manage the cross-ownership restrictions that would prevent him from completing a purchase of the NFL's St. Louis Rams. At the...

Contingent Value Rights - not such a big deal

Posted on June 10, 2010
There's a healthy interest in contingent value rights (CVRs) as acquisition currency. Chatterjee and Yan have a good paper on the use of CVRs in acquisitions, Innovative Securities under Asymmetric Information. In general, CVRs are essentially a credible signalling device...

WGM on Sponsor-backed Going Private Transactions

Posted on June 10, 2010
For the fourth year in a row, Weil, Gotshal & Manges has produced a survey of sponsor-backed going private transactions that analyzes and summarizes the material transaction terms of going private transactions involving a private equity sponsor in the United...

Exit, Voice, and Corporate Governance

Posted on June 09, 2010
In the wake of the collapse Prudential - AIA transaction FT columnist John Kay reminds us to beware the cult of the heroic CEO and the mega-merger: Many Prudential shareholders are relieved at the collapse of the company?s attempt to...

Pru: Lesson Learned

Posted on June 07, 2010
UK insurance company, Prudential had a shareholder meeting today in the wake of its failed bid to buy AIA. Let's just say it wasn't pretty: Shareholder Anthony Watts summed up the feelings of many when he described the affair as...

Australians Hate Termination Fees

Posted on June 04, 2010
Apparently, Australians hate termination fees. That's the word at least from an Australian research firm. More than 60 per cent [of respondents] said their companies should not agree to either break fees with an acquirer or success-based fees for investment...

Go-Shops Back Again?

Posted on June 03, 2010
Since the beginning of the year there have been 15 announced transactions that include go-shop provisions. The go-shop is a creature of the last PE bubble that arose to address a perceived fiduciary challenge: Can a board meet its obligations...

A cobbler knows an awl.

Posted on June 03, 2010
Ken Adams proposes to resolve the ambiguity of what constitutes the consummation of a transaction in his forthcoming booklet on drafting M&A agreements. Me? I'm generally with Vice Chancellor Laster: As a corporate and business practitioner prior to joining the...

Takeover Panel Consultation Paper Released

Posted on June 02, 2010
The Takeover Panel has just released its consultation paper undertaken in the wake of the Kraft acquisition of Cadbury and the ensuing political storm. You can find it here. The good news ? that although there is pressure on the...

Rushing to get my bid in...

Posted on June 02, 2010
It's been such a busy day! I've been rushing to get my bid in for Newsweek. It's for sale, or haven't you heard? Bids are due today. I bid $1. I dare you to bid more. -bjmq

Rise and Fall of the Conglomerate Kings

Posted on June 01, 2010
I'm halfway through Robert Sobel's The Rise and Fall of the Conglomerate Kings, which is probably the definitive account of the conglomerate business structure as told through the lens of the characters who built them. If you're like me, or...

Call For Papers: 2010 Conglomerate Junior Scholars Workshop

Posted on June 01, 2010
The fifth annual Conglomerate Junior Scholars Workshop is underway and open to untenured scholars in the general area of business law. During the virtual workshop, the Conglomerate will link to your paper and provide a forum for you to receive...

Graduation

Posted on May 28, 2010
Congratulations to all my students who are graduating today! -bjmq

Richards Layton on Freeze-outs

Posted on May 28, 2010
Richards Layton just released this client alert on In re CNX Gas Corp. Shareholders Litigation, in which the Delaware Chancery Court attempts to clarify the standard applicable to controlling stockholder freeze-outs (a first-step tender offer followed by a second-step short-form...

Continuing Problems with Prudential?s Plans to Purchase AIG?s Asian Assets

Posted on May 27, 2010
Back in March, Prudential announced a $35.5 billion purchase of American International Assurance, the Asian arm of A.I.G. (for more info see this prior post). The deal hit some snags early on because of regulator concern about Prudential's capital. Prudential...

Help Wanted - Business Law Clinic Prof

Posted on May 27, 2010
The University of New Mexico School of Law invites applications for a faculty position beginning in the fall of 2011, teaching in UNM's Business and Tax Clinic. The Business and Tax Clinic is part of UNM's nationally-ranked clinical law program....

Idiot Inside Traders

Posted on May 27, 2010
This week the FBI arrested the administrative assistant to a high-level Disney executive and her boyfriend. Turns out they were not the smartest couple of inside traders out there. The SEC?s complaint speaks for itself: The Plan 9. Beginning in...

Losing Standing after a Merger

Posted on May 26, 2010
In the vein of life mimicking possible exam questions - Morris James points out a recent case in the Delaware Chancery Court, Arkansas Teacher Retirement System v Caiaf a ("TRS"). The issue relates to whether a plaintiff may maintain standing...

More On Reverse Termination Fees and Merger Agreement Remedies

Posted on May 26, 2010
I?ve mentioned reverse termination fees previously on this blog. For those of you who attended the ABA Business Law Section?s meetings in April, you?ll know that the Practical Law Company has put together an analysis of RTFs and other remedies...

Rams and the Right of First Refusal

Posted on May 25, 2010
First, my apologies for recent paucity of posts. I've come down with a common seasonal affliction - exams, grading, and then graduation. It's an odd time of year when all my normal routines go out the window and I find...

M&A in the Blawgosphere

Posted on May 19, 2010
Larry Ribstein's solo effort, Ideoblog, has been acquired by Truth on the Market. (How's that for an M&A hook). Like Stephen Bainbridge, I am somewhat sad. Since it started in February, 2004, Ideoblog has always been one of my favorites...

Chancellor Strine on Board Effectiveness

Posted on May 18, 2010
Last night I attended a fascinating lecture at Stanford?s Rock Center for Corporate Governance by Delaware Vice Chancellor Strine about the lack of alignment in the corporate governance system. Speaking to a packed crowd, Chancellor Strine made a compelling case...

Negotiauctions

Posted on May 17, 2010
For those of us on a university calendar, it's already summer. It's a great time of year to attack that pile of reading that's been accumulating on the corner of my desk. Funny, reprints no longer take up much space...

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